Common use of Call Provision Clause in Contracts

Call Provision. Subject to the provisions of Section 15 and this Section 16, if, after the third anniversary of the Closing Date, (i) the weighted average price for each of 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 average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 Trading Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice delivered following a Call Notice 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 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 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 16, 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 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 the terms of this Warrant all Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3) the Common Stock shall be listed or quoted for trading on an Eligible Market, and (4) the issuance of the shares shall not cause a breach of any provision of Section 15 herein. The Company’s right to call the Warrants under this Section 16 shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(g), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 20 15 consecutive Trading Days (the “Measurement Period,” which 20 15 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds is at or above $10.00 2.10 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 375,000 of shares of Common Stock per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 three Trading Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. 1 Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Date, if (i) the weighted average price VWAP for each of 20 30 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $10.00 3.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 350,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of up to, in the aggregate among all Calls (as defined below), 50% of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per ShareShare (accordingly, 50% of the aggregate Warrant Shares issuable under this Warrant on the Original Issue Date shall not be subject to a Call hereunder). 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice delivered following a Call Notice 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 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 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 16, 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 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 the terms of this Warrant all Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3) the Common Stock shall be listed or quoted for trading on an Eligible Market, and (4) the issuance of the shares shall not cause a breach of any provision of Section 15 herein. The Company’s right to call the Warrants under this Section 16 shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.___________________________________________

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 ____2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar trading volume of the Common Shares on the principal U.S. Trading Market on which the Common Shares are then listed for such Measurement Period exceeds $100,000 250,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.0001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock Shares shall be listed or quoted for trading on an Eligible the Trading Market, and (4) there is a sufficient number of authorized shares of Common Shares for issuance of all Warrant Shares, and (5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. _____________________________________ 2 300% of the initial Exercise Price.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(e), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 Twenty (20) consecutive Trading Days (the “Measurement Period,” which 20 Twenty (20) consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 300% of the Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar volume for such on each Trading Day during the Measurement Period exceeds $100,000 1.0 million per Trading Day Day, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 one Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 6:30 5:00 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 5:00 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 5:00 p.m. (New York City time) on the Call Date the Holder tenders an a Notice of 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 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 162(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 5:00 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the shares of Common Stock shall be listed or quoted for trading on an Eligible the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares under this Warrant, and (5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 1(d) herein. The Company’s right to call the Warrants under this Section 16 3.3.11 shall be exercised ratably among the Holders based on each Holder’s initial purchase number of Warrantswarrants held on the date that such a Call Notice is issued.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 consecutive Trading Business Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $10.00 6.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily minimum volume for such Measurement Period exceeds $100,000 50,000 shares of Common Stock per Trading Business Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then and (iv) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) then, the Company may, within 2 Trading Days 1 Business Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading 20th Business Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(d) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 3.4 and this Section 164.4, if, after the third thirteen (13) month anniversary of the Closing Issuance Date (the “Effective Date”), (i) the weighted average price VWAP for each of 20 10 consecutive Trading Days (the “Measurement Period,” which 20 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 [●] ([●]% of the Exercise Price) (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends or similar event during the Exercise Period) and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day, then the Company may, within one (1) Trading Day and of the end of such Measurement Period, call for cancellation of all or any portion of the Warrants for which an Election to Purchase has not yet been delivered (iiisuch right, a “Call”) for consideration equal to $0.0001 per Common Share issuable on exercise of the Warrants subject to cancellation, provided that (x) the Company may not call for cancellation of any Warrants held by a Holder which, as of the date of the Call Notice (as defined below), is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the CompanyCompany or any of its subsidiaries, then or any of their respective officers, directors, employees or agents, and (y) in the event that the exercise of the Warrants subject to such Call would cause a breach of any provision of Section 3.4 herein with respect to any Holder, the Company may, within 2 Trading Days of the end of with respect to such Measurement PeriodHolder, call for cancellation only that maximum number of all or any portion Warrants upon exercise of this Warrant for which an Exercise Notice has such Holder would beneficially own up to, but not yet been delivered exceeding, the Maximum Percentage of the Common Shares outstanding (such right, a “Call”) for consideration equal number of Warrants to $.001 per Sharebe determined by such Holder and provided by written notice to the Company prior to the Call Date). To exercise this right, the Company must deliver to the Holder Holders an irrevocable written notice (a “Call Notice”), ) indicating therein the portion of unexercised portion of this Warrant the Warrants to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant the Warrants subject to such Call Notice for which an Exercise Notice Election to Purchase shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date of the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant the Warrants to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Exercise Notices Elections to Purchase with respect to Warrant Shares Warrants subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice Election to Purchase delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Common Shares issuable on exercise of the Warrants subject to such Call Notice prior to reducing the remaining Warrant Common Shares available for purchase under this Warrantissuable on exercise of the remaining Warrants held by such Holder. For example, if (A) this Warrant then permits the a Holder holds Warrants to acquire 100 Warrant Common Shares, (B) a Call Notice pertains to Warrants to purchase 75 Warrant Common Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Date, such Holder tenders an Exercise Notice Election to Purchase in respect of 50 Warrant Common Shares, then (x) on the Call Date the right under this Warrant such Warrants to acquire 25 Warrant Common Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrantsuch Warrants, will have issued and delivered to the Holder 50 Warrant Common Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Expiration Date, exercise this Warrant for Warrants to purchase 25 Warrant Common Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 164.4, the Company may deliver subsequent Call Notices for any portion of this Warrant the Warrants for which the Holder Holders shall not have delivered an Exercise NoticeElection to Purchase and not called for cancellation pursuant to this Section 4.4. Notwithstanding anything to the contrary set forth in this Warrantthe Warrants, the Company may not deliver a Call Notice or require the cancellation of this Warrant the Warrants (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 the terms of this Warrant the Warrants all Exercise Notices Elections to Purchase 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 Common Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3) the Common Stock shall be listed or quoted for trading on an Eligible Market, and (4) the issuance of the shares shall not cause a breach of any provision of Section 15 hereinsecurities exchange or trading market. The Company’s right to call the Warrants under this Section 16 4.4 shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsHolders.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, at any time after the third one-year anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 30 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)3.33, (ii) the average daily dollar trading volume for each Trading Day during such Measurement Period exceeds $100,000 250,000 per Trading Day Day, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 herein2(e) 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(e) hereof). The Subject to clause (5) of the immediately preceding sentence, the Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third date that is the 12 month anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 consecutive Trading Days (the “"Measurement Period,” " which 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), and (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “"Call”") for consideration equal to $.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder Company for the resale sale of all such Warrant Shares to the Holder or else cashless exercise is Rule 144 shall be available and all Warrant Shares issued thereby would be eligible for the immediate resale under Rule 144by any non-Affiliate holder who avails itself of cashless exercise, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(e) herein. The Company’s 's right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 and this Section 162(f), if, if any time one year after the third anniversary of Effective Date the Closing Date, (i) the weighted average price Price for each of 20 30 consecutive Trading Days (the “"Measurement Period,” ", which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 250% of the Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and as set forth herein) (the like after the Initial Exercise Date"Threshold Price"), (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 three Trading Days of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “"Call”) for consideration equal to $.001 per Share"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “"Call Notice”"), indicating therein the portion of or unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “"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 thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an a Notice of Exercise Notice in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) 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 (z3) 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 will be void), unless, from the beginning of the Measurement Period 30 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3iii) the Common Stock shall be listed or quoted for trading on an Eligible the Trading Market, and (4) the issuance of the shares shall not cause a breach of any provision of Section 15 herein. The Company’s 's right to call Call the Warrants under this Section 16 Warrant shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of WarrantsCommon Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 20 consecutive Trading Business Days (the “Measurement Period,” which 20 consecutive Trading Business Day period shall not have commenced until after the Effective Date) exceeds $10.00 4.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily minimum volume for such Measurement Period exceeds $100,000 75,000 shares of Common Stock per Trading Business Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then and (iv) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) then, the Company may, within 2 Trading Days 1 Business Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading 20th Business Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(d) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Date, if (i) the weighted average price Company publicly reports at least $4,500,000 in ordinary course net sales of Lungfit products for each the quarter ending March 31, 2025 in the filing of 20 consecutive Trading Days its Annual Report on Form 10-K with the Commission (such date the Company files its Annual Report on Form 10-K, the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Reporting Date) exceeds $10.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date”), and (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 1 Trading Days Day of the end of such Measurement PeriodReporting Date, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 16, 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 or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period Reporting Date through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein, and (6) there shall be no uncured default by the Company under any of the Transaction Documents. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of the Closing Date, Effective Date (i) the weighted average price VWAP for each of 20 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 250% 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”) and (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 one Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day thirtieth calendar day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an a Notice of Exercise Notice in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) 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 (z3) 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3iii) the Common Stock shall be listed or quoted for trading on an Eligible the Trading Market, and (4iv) 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 Section 15 2(d) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(g), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 20 10 consecutive Trading Days (the “Measurement Period,” which 20 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 6.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, e.g., the $6.00 trading price is achieved in the absence of any forward and reverse stock splits, recapitalizations, stock dividends and the like), (ii) the average daily volume for such Measurement Period exceeds $100,000 50,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, e.g., the $6.00 trading price is achieved in the absence of any forward and reverse stock splits, recapitalizations, stock dividends and the like) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 Trading Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Share. To exercise this rightShare by delivering, the Company must deliver to the Holder Holder, on the Trading Day immediately following the last Trading Day of the Measurement Period, an irrevocable written notice, delivered pursuant to the notice requirements of Section 5.4 of the Purchase Agreement (a “Call Notice”), indicating stating therein the portion of unexercised portion of this Warrant to which such notice Call Notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such a Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. Any "available" Warrant Shares not exercised during the Call Period, but "remaining" after partial exercise would be part of the Call and would not survive the Call.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 20 three (3) consecutive Trading Days (the “Measurement Period,” which 20 three (3) consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 5.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dolBlar volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third date that is the 12 month anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 4.52 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), and (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder Company for the resale sale of all such Warrant Shares to the Holder or else cashless exercise is Rule 144 shall be available and all Warrant Shares issued thereby would be eligible for the immediate resale under Rule 144by any non-Affiliate holder who avails itself of cashless exercise, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of the Closing Effective Date, (i) the weighted average closing price of the Common Stock for each of 20 ten consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 2.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume of the Common Stock for such Measurement Period exceeds $100,000 50,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, and (iv) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice delivered following a Call Notice 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 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 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 16, 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 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 the terms of this Warrant all Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3) the Common Stock shall be listed or quoted for trading on an Eligible Market, and (4) the issuance of the shares shall not cause a breach of any provision of Section 15 herein. The Company’s right to call the Warrants under this Section 16 shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 10 consecutive Trading Business Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $10.00 6.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily minimum volume for such Measurement Period exceeds $100,000 15,000 shares of Common Stock per Trading Business Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then and (iv) there is an effective registration statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) then, the Company may, within 2 Trading Days 1 Business Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading 10th Business Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(d) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of Effective Date the Closing Date, (i) the weighted average price VWAP for each of 20 consecutive Trading Days (the “"Measurement Period,” ", which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 250% 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 average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 one Trading Days Day of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “"Call”) for consideration equal to $.001 per Share"). 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day thirtieth calendar day after the date the Call Notice is received by the Holder (such date and timedate, the “"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 thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an a Notice of Exercise Notice in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) 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 (z3) 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3iii) the Common Stock shall be listed or quoted for trading on an Eligible the Trading Market, and (4iv) 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 be in accordance with Section 15 2(d) herein. The Company’s 's right to call Call the Warrants under this Section 16 Warrant shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of WarrantsCommon Stock.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 any 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 1.1385 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Datedate this Warrant is issued), (ii) the average daily volume for such Measurement Period exceeds $100,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 one Trading Days Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144by the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 6.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f),if, if, days after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise 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 average daily dollar volume of the Common Stock for such Measurement Period exceeds $100,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 one (1) Trading Days Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 10 consecutive Trading Days that commenced after the Initial Exercise Date (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $10.00 1.9125 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise DateDate pursuant to Section 3(a)), (ii) the average daily trading volume of the Common Stock (determined in the manner applicable to determining VWAP) for such Measurement Period exceeds $100,000 shares of Common Stock per Trading Day Day, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 five Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 .01 per Warrant Share. To exercise this Call right, the Company must deliver to give the Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised this Warrant (excluding any portion of this Warrant that shall have previously been exercised) to which such notice Call Notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by given to the Holder (such date and time, the “Call Date”)) and the Company shall promptly pay such holder $.01 per Warrant Share for the portion of the Warrant so cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver give subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver give 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares Shares, and the prospectus thereunder shall be available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e), Section 2(f)] and this Section 162(g), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 20 Trading Days our of 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 15.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, and (iii) the Equity Conditions are then satisfied, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.01 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder Holder, or Rule 144 shall be available without time, volume or manner of sale limitations, for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) or Section 2(f) herein. The Company’s right to call the Warrants under this Section 16 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of the Closing Date, Effective Date (i) the weighted average price VWAP for each of 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 2.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily trading volume for the Common Stock on the principal Trading Market for each Trading Day during such Measurement Period exceeds $100,000 50,000 per Trading Day Day, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Companyinformation, then the Company may, within 2 two Trading Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) after the Call Notice and prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an a Notice of Exercise Notice in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) 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 (z3) 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3iii) the Common Stock shall be listed or quoted for trading on an Eligible the Trading Market, and (4iv) 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 Section 15 2(d) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants, provided, however, that any Notices of Exercises by a Holder during the period commencing on the date of the Call Notice through 6:30 p.m. (New York City time) on the Call Date shall be applied against such Holder’s pro-rata allocation, thereby decreasing the aggregate amount subject to a Call Notice if only a portion of this Warrant is subject to such Call Notice.

Call Provision. Subject to the provisions of Section 15 1(e) and this Section 161(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of the 20 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 6.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily trading volume for such each Trading Day during the Measurement Period exceeds $100,000 per Trading Day 250,000 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 161(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares shall not cause a breach of any provision of Section 15 1(e) herein. The Company’s right to call the Warrants under this Section 16 1(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e), Section 2(f) and this Section 162(g), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 20 Trading Days out of 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 15.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, and (iii) the Equity Conditions are then satisfied, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.01 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder Holder, or Rule 144 shall be available without time, volume or manner of sale limitations, for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144by the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) or Section 2(f) herein. The Company’s right to call the Warrants under this Section 16 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 4 Note to Draft: To be included for Tranche C/D Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after if the third anniversary price per share for actual sales of the Closing Date, Common Stock reflected on the Trading Market or the OTC Pink (ior similar organization or agency succeeding to its functions of reporting prices) the weighted average price for each 25 out of 20 30 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $10.00 4.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), ) and (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 five (5) Trading Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Share. 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; provided that the Company may Call a maximum of 50% of the Warrant Shares in any three (3) month period. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the tenth twentieth (20th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through prior to 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 50 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an a Notice of Exercise Notice in respect of 50 45 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 5 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 45 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 50 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible Market, and the Trading Market or the OTC Pink (4) the issuance or similar organization or agency succeeding to its functions of the shares shall not cause a breach of any provision of Section 15 hereinreporting prices). The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 and this Section 162(c), if, after the third anniversary of the Closing Date, (i) the weighted average closing bid price for each of 20 10 consecutive Trading Days trading days (the “"Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date") exceeds $10.00 0.60 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 Trading Days 30 trading days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “"Call”") for consideration equal to $.001 .01 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day fifth trading day after the date the Call Notice is received by the Holder (such date and time, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice delivered following a Call Notice 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 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 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 162(c), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale there is a sufficient number of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3) the authorized shares of Common Stock shall be listed or quoted for trading on an Eligible Market, and (4) the issuance of the shares shall not cause a breach of any provision of Section 15 hereinWarrant Shares. The Company’s 's right to call the Warrants under this Section 16 2(c) shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, at any time after 12 months from the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 9.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 1,000,000 per Trading Day Day, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 16, if2(f), after the third 12 month anniversary of the Closing Date, (i) the weighted average price for each of 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 average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 Trading Days of the end of such Measurement Periodat any time thereafter, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “"Call”) for consideration equal to $.001 per Share"). 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day fifth calendar day after the date the Call Notice is received by the Holder (such date and timedate, the “"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 thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an a Notice of Exercise Notice in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) 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 (z3) 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3iii) the Common Stock shall be listed or quoted for trading on an Eligible the Trading Market, and (4iv) 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 be in accordance with Section 15 2(d) herein. The Company’s 's right to call Call the Warrants under this Section 16 Warrant shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of WarrantsCommon Stock.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third two (2) year anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 ____1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 350,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 .01 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.. 1 300% of Exercise Price

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 any 30 consecutive Trading Days (the “Call Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 (subject ____ 1(subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Call Measurement Period exceeds $100,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 one (1) Trading Days Day of the end of such Call Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 Call 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 delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 1 300% of the then Exercise Price.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 2.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Dateissuance date of this Warrant), (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the issuance date of this Warrant) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 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 15 herein2(d)). The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsWarrants from the Company.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 3.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 600,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144by the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 ____2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar volume of the Common Stock for such Measurement Period exceeds $100,000 400,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 one (1) Trading Days Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.. 2 300% of the Exercise Price

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 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 _____2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), ) and (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 2 250% of the then Exercise Price.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of the Closing Date, Effective Date (i) the weighted average price VWAP for each of 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 1.88 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily trading volume for the Common Stock on the principal Trading Market for each Trading Day during such Measurement Period exceeds $100,000 50,000 per Trading Day Day, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Companyinformation, then the Company may, within 2 two Trading Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) after the Call Notice and prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an a Notice of Exercise Notice in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) 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 (z3) 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3iii) the Common Stock shall be listed or quoted for trading on an Eligible the Trading Market, and (4iv) 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 Section 15 2(d) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants, provided, however, that any Notices of Exercises by a Holder during the period commencing on the date of the Call Notice through 6:30 p.m. (New York City time) on the Call Date shall be applied against such Holder’s pro-rata allocation, thereby decreasing the aggregate amount subject to a Call Notice if only a portion of this Warrant is subject to such Call Notice.

Call Provision. i. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Datedate hereof, (i) the weighted average price VWAP of the Common Stock for each any ten (10) out of 20 twenty (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 125% of the then Exercise Price and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 four (4) Trading Days of the end last day of such Measurement Period, call for cancellation of all or any a portion of this Warrant representing up to 50% of the Warrant Shares for which an a Notice of Exercise Notice has not yet been delivered (such right, a the “CallMaximum 125% Call Amount”) as of the date of the 125% Call Notice (as defined below) for consideration equal to $.001 per ShareWarrant Share (such right, a “125% Call”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “125% Call Notice”), indicating therein the portion of the unexercised portion of this Warrant to which such notice applies, which shall not exceed the Maximum 125% Call Amount. If the conditions set forth below for such 125% Call are satisfied from the period from the date of the 125% Call Notice through and including the 125% Call Date (as defined below), then any the portion of this Warrant subject to such 125% Call Notice for which an a Notice of Exercise Notice shall not have been received by the 125% Call Date will be cancelled at 6:30 11:59:59 p.m. (loal time in New York City timeCity, New Yorktime) on the tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “125% Call Date”). Any unexercised portion of this Warrant to which the 125% Call Notice does not pertain will be unaffected by such 125% Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a 125% Call Notice that are tendered through 6:30 11:59:59 p.m. (loal time in New York City City, New York time) on the 125% Call Date. The parties agree that any Notice of Exercise Notice delivered following a 125% Call Notice which calls less than all the Warrants Maximum 125% Call Amount shall first reduce to zero the number of Warrant Shares subject to such 125% 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 one hundred (100) Warrant Shares, (B) a 125% Call Notice pertains to 75 twenty-five (25) Warrant SharesShares (e.g., one-half of the Maximum 125% Call Amount), and (C) prior to 6:30 11:59:59 p.m. (loal time in New York City City, New York time) on the 125% Call Date the Holder tenders an a Notice of Exercise Notice in respect of 50 ten (10) Warrant Shares, then (x) on the 125% Call Date the right under Datethe rightunder this Warrant to acquire 25 fifteen (15) Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 ten (10) Warrant Shares in respect of the exercises following receipt of the 125% Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares seventy-five (subject to adjustment as herein provided and subject to subsequent Call Notices75). Subject again to the provisions of this Section 16, 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 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 the terms of this Warrant all Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3) the Common Stock shall be listed or quoted for trading on an Eligible Market, and (4) the issuance of the shares shall not cause a breach of any provision of Section 15 herein. The Company’s right to call the Warrants under this Section 16 shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third two (2) year anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 1.65 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 350,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 one (1) Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 .01 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase the then outstanding number of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 any 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 ____2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 1 Trading Days Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 2 300% of the then Exercise Price. Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 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 1.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), ) and (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date on which the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 any 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 9.4335 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 one Trading Days Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144by the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third one year anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 30 consecutive Trading Days (the “"Measurement Period,” " which 20 30 consecutive Trading Day period shall not have commenced until after the Effective first anniversary of the Initial Exercise Date) exceeds $10.00 5.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 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) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “"Call”") for consideration equal to $.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(e) herein. The Company’s 's right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 20 Trading Days out of 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 15.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, and (iii) the Equity Conditions are then satisfied, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.01 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder Holder, or Rule 144 shall be available without time, volume or manner of sale limitations, for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144by the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 any 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 ____4 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 1 Trading Days Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 44 300% of the then Exercise Price. Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162, if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 3.70 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Dateissuance date of this Warrant), (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the issuance date of this Warrant) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received sent by the Holder Company (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all shares underlying Warrants, and (5) the issuance of the shares shall not cause a breach of any provision of 2(e) 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 15 herein2(e)). The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsWarrants from the Company pursuant to the Registration Statements.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third two year anniversary of the Closing Date, Initial Exercise Date (i) the weighted average price VWAP for each of 20 30 consecutive Trading Days (the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 [ ]1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar volume for such Measurement Period exceeds $100,000 330,000 per Trading Day and Day, (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates and (iv) there is an effective registration statement and current prospectus thereunder to permit the issuance of all of the Warrant Shares to the Holder, then the Company may, within 2 one Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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 1 300% of Exercise Price. 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 the Call Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale issuance of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible the Trading Market, (4) there shall be 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 Registration Statement, and (45) the issuance of the shares shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of if the Closing Date, (i) the weighted average price Price for each of any 10 out of 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 0.86 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), ) (iithe “Threshold Price”) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 three Trading Days of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share). 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), 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 6:30 p.m. (New York City time) on the tenth seventh Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “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 thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an a Notice of Exercise Notice in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) 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 (z3) 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 will be void), unless, from the beginning of the Measurement Period 20 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3iii) the Common Stock shall be listed or quoted for trading on an Eligible the Trading Market, and (4iv) 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 be in accordance with Section 15 2(d) herein. The Company’s right to call Call the Warrants under this Section 16 Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsCommon Stock.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Initial Exercise Date, (i) the weighted average price VWAP for each of 20 any 30 consecutive Trading Days (the “Measurement Period,” which 20 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $10.00 12.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 1 Trading Days Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, at any time after the third one-year anniversary of the Closing DateInitial Exercise Date , (i) the weighted average price VWAP for each of 20 30 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)____2, (ii) the average daily dollar trading volume for each Trading Day during such Measurement Period exceeds $100,000 250,000 per Trading Day Day, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder Company for the resale sale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144to the Holder, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 herein2(e) 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(e) hereof). The Subject to clause (5) of the immediately preceding sentence, the Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(f), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 20 5 consecutive Trading Days (the “Measurement Period,” which 20 5 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 12.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 4.00 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(e) and this Section 162(g), if, after the third anniversary of the Closing Effective Date, (i) the weighted average price VWAP for each of 20 10 consecutive Trading Days (the “Measurement Period,” which 20 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $10.00 3.04 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $100,000 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) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 1 Trading Days Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Warrant Share. 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), 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 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 an a Notice of 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 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 162(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 the terms of this Warrant all Notices of Exercise Notices 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 Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144Shares, and (3) the Common Stock shall be listed or quoted for trading on an Eligible 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 15 2(e) herein. The Company’s right to call the Warrants under this Section 16 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 15 2(d) and this Section 162(f), if, after the third anniversary of Effective Date, the Closing Date, (i) the weighted average price Price for each any 20 Trading Days out of 20 30 consecutive Trading Days (such 30 day period commencing only after the “Measurement Period,” which 20 consecutive Trading Day period shall not have commenced until after later of the Effective Date, such period the “Threshold Period”) exceeds $10.00 200% 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 average daily volume for such Measurement Period exceeds $100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 2 one Trading Days Day of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered (such right, a “Call”) for consideration equal to $.001 per Share). 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), 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 6:30 p.m. (New York City time) on the tenth 30th Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “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 thereof, 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 through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Notice delivered following a Call Notice 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 (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an a Notice of Exercise Notice in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) 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 (z3) 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 162(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Noticea 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 will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares or else cashless exercise is available and all Warrant Shares issued thereby would be eligible for immediate resale under Rule 144, and (3iii) the Common Stock shall be listed or quoted for trading on an Eligible the Trading Market, and (4iv) 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 be in accordance with Section 15 2(d) herein. The Company’s right to call Call the Warrants under this Section 16 Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsCommon Stock.