Common use of Call Provision Clause in Contracts

Call Provision. Subject to the provisions of this Section 2(f), if after the Effective Date the VWAP for each of 10 consecutive Trading Days (the "Measurement Period", which period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price (subject to adjustment as set forth herein) (the "Threshold Price"), then the Company may, within five Trading Days of the end of such period, call for redemption of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day after the date the Call Notice is received by the Holder (such date, 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) equals or exceeds 130% of the Exercise Price $12.00 (subject to adjustment as set forth hereinfor 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 "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after thirteen (13) months from the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Effective Initial Exercise Date) exceeds 130the higher of 300% of the initial Exercise Price and 400% of the then Exercise Price, (subject ii) the average daily volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the holders of Warrants issued pursuant to adjustment as set forth herein) (the "Threshold Price")Underwriting Agreement, including the Holder, are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company or any of its officers, directors, employees, agents or Affiliates, then the Company maymay in its sole discretion, within five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant for $0.01 per share (the "Call Price") Warrant, for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder Holder, concurrently with the other holders of Warrants, 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day thirtieth day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase , and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to all of the then issued and outstanding Warrants issued pursuant to the Purchase Underwriting Agreement.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the earlier of the Effective Date or the expiration of the Rule 144 holding period for cashless exercise, (i) the VWAP for each of 10 5 consecutive Trading Days (the "“Measurement Period", ,” which 5 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% $1.75 (adjusted for any subsequent stock splits, reverse splits and similar capital adjustments), (ii) and the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Exercise Price (subject to adjustment as set forth herein) (the "Threshold Price")Company, then the Company may, within five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) 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 Shares, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $9.4335 (subject to adjustment as set forth hereinfor 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 $500,000 per Trading Day and (iii) the "Threshold Price")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 five one Trading Days Day of the end of any such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a Call Notice which calls less than all of Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 by the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase , and (4) there is a sufficient number of authorized shares of Common Stock pursuant for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to the Purchase Agreementa Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. Subject In the event that both of the following conditions are met (the “Call Conditions”), the Company may “call” this Warrant requiring the Holder purchase all or a portion of the Warrant Shares pursuant to the provisions of this Section 2(f), if after Paragraph: (i) the Effective Date closing price of the VWAP Common Stock for each of 10 ten (10) consecutive Trading Days trading days, equals or exceeds two (the "Measurement Period", which period shall not have commenced until after the Effective Date2) exceeds 130% of times the Exercise Price (subject to adjustment as set forth herein) (for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price"like after the date of issuance of this Warrant), then and (ii) the Warrant Shares are subject to an effective registration statement (“Registration Statement”) filed with the Securities & Exchange Commission. If the Call Conditions are satisfied concurrently, the Company may, within five Trading Days of the end thirty (30) calendar days of such periodday, call for redemption cancellation of all or any portion of this the remaining Warrant for $0.01 per share (the "Call Price") Shares for which a Notice of Exercise Form has not yet been delivered (such right, a "“Call"”). To exercise this right, the Company must deliver to the registered Holder an irrevocable a written notice (a "“Call Notice"”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If In the conditions set forth below event a Notice of Exercise Form for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. Company within thirty (New York City time30) on the 10th Trading Day calendar days after the date the Call Notice is received by the Holder (such date, 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again then such portion shall be forfeited in its entirety without payment or consideration to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each registered Holder's initial purchase of Common Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the two year anniversary of the Effective Date (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period"”, which 20 Trading Day period shall not have commenced until after the Effective Date) exceeds 130200% of the then Exercise Price (subject to adjustment as set forth hereinfor 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 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) and (iii) the Holder is not in possession of any information furnished by the Company that constitutes, or might constitute, material non-public information, then the Company may, within five two Trading Days of the end of such period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call"”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "“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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th twentieth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will be void), unless, from the beginning of the 10th 20th consecutive Trading Days Day used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of this Section 2(f)hereof, if if, after the Effective Date Issuance Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", which period shall not have commenced until after the Effective Date”) exceeds 130% of the Exercise Price $0.30 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like, including proportional adjustments lower if the Exercise Price is lowered), and (ii) (the "Threshold Price")average daily dollar trading volume for such Measurement Period exceeds $50,000 per Trading Day, then the Company may, within five Trading Days of the end of such period, call for redemption of cancellation all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Exercise Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $.00001 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 a Exercise Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 5:30 p.m. (New York City time) on the 10th fifteenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 of Exercise with respect to Warrant Shares Securities subject to a Call Notice that are tendered through 6:30 5:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice of Exercise delivered following a Call Notice which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares Securities subject to such Call Notice prior to reducing the remaining Warrant Shares Securities available for purchase under this Warrant. For example, if (xA) this Warrant then permits the Holder to acquire 100 of the Warrant SharesSecurities, (yB) a Call Notice pertains to of the 75 Warrant SharesSecurities, and (zC) prior to 6:30 5:30 p.m. (New York City time) on the Call Date the Holder tenders a an Exercise Notice of Exercise in respect of 50 of the Warrant SharesSecurities, then (1x) on the Call Date the right under this Warrant to acquire 25 of the Warrant Shares Securities will be automatically cancelled, (2y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 of the Warrant Shares Securities in respect of the exercises following receipt of the Call Notice, and (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 of the Warrant Shares Securities (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercisean 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 will shall be void), unless, from the beginning end of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the a Registration Statement shall be effective as to all Warrant Shares Securities and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading MarketSecurities. The Company's ’s right to Call call the Warrant Warrants under this Section 2(e) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Date, (i) the VWAP Closing Price for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $0.45 per share (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the trading volume of the Common Stock on the Trading Market shall exceed 1,000,000 shares (subject to adjustment for forward and reverse stock splits, stock dividends, recapitalizations and the "Threshold Price")like) per Trading Day for each Trading Day during the Measurement Period, 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 five two (2) Trading Days of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 beginning of the Call Notice Measurement period through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by 6:30 p.m. (New York City time) on the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate and time, the "“Call Date"”). Any unexercised portion of this Warrant to which the Call Notice does not pertain or which is exercised prior to 6:30 p.m. (New York City time) on the Call Date will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Closing Price for each Trading Day during the period from the beginning of the Measurement Period through the Call Date shall have exceeded $0.45, (2) the trading volume of the Common Stock on the Trading Market shall exceed 1,000,000 shares (subject to adjustment for forward and reverse stock splits, stock dividends, recapitalizations and the like) per Trading Day for each Trading Day during the Measurement Period through and including the Call Date, (3) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by anytime from the Initial Exercise Date through 6:30 p.m. (New York City time) on the Call Date, and shall have delivered such shares to the Holder without restrictive legends (iior shall have removed restrictive legends) if so required under the terms hereof or the terms of the Securities Purchase Agreement, and (4) 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 Shares, and (iii5) the Common Stock shall be listed or quoted for trading on the Trading Market, and (6) there is a sufficient number of authorized and reserved shares of Common Stock for issuance of all Securities under the Transaction Documents, and (7) the issuance of the total number of Warrant Shares underlying the number of Warrants specified in the Call Notice would not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $____1 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), and (ii) (the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th thirtieth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to Warrants. 1 [300]% of the Purchase Agreementthen Exercise Price.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Date, the VWAP last sale price of the Common Stock has been at least $24.00 (subject to adjustment for reverse and forward stock splits and the like)) on each of 10 20 Trading Days within any 30 consecutive Trading Days (the "“Measurement Period", ,” which period Measurement Period shall not have commenced until after the Effective Date, and which Measurement Period shall end three (3) exceeds 130% Trading Days prior to delivery of the Exercise Price (subject Call Notice to adjustment as set forth herein) (the "Threshold Price"Holders), then the Company may, within five Trading Days of the end of such period, may call for redemption of cancellation not less than all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $.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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day thirtieth (30th ) calendar day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein, and (6) the Company has not provided the Holder any information that constitutes, or might constitute, material non-public information. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $______1 (subject to adjustment as set forth hereinfor 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 $300,000 per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) the Registration Statement Company’s registration statement (file #333-208638) shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the issuance to the Holder for the resale of all such Warrant Shares Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the 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 shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to Warrants. 1 250% of the Purchase Agreementinitial Exercise Price.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the Effective Date and the Initial Exercise Date, the VWAP for each of 10 twenty (20) consecutive Trading Days (the "“Measurement Period", ,” which twenty (20) consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $3.00 (subject to adjustment as set forth herein) (for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price"like after the date hereof), then the Company may, within five one (1) Trading Days Day of the end of such periodMeasurement Period, call for redemption of all or any portion cancellation up to 680,000 2 of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th twentieth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) 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 Shares, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to Warrants. 2 50% of the Purchase AgreementWarrant Shares represented by this Warrant.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each during any 20 of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $____1 (subject to adjustment as set forth hereinfor 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 $500,000.00 per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any 1 300% of the then Exercise Price. portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $1.80 (subject to adjustment as set forth hereinfor 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 $500,000 per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of any such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 during any 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 130% of the Exercise Price $9.00 (subject to adjustment as set forth hereinfor 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 $500,000.00 per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e), 2(f) and this Section 2(f2(g), if if, after the Effective Date one year anniversary of the Closing Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $0.875 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the Equity Conditions (as set forth defined herein) (have been met during the "Threshold Price")Measurement Period, then the Company may, within five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant has satisfied all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading MarketEquity Conditions. The Company's ’s right to Call call the Warrant Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Warrants. For the purposes of this Section 2(g), “Equity Conditions” shall mean, during the period in question, (a) the Company shall have duly honored all exercises scheduled to occur or occurring by virtue of one or more Notices of Exercise of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Warrant, (c)(i) there is an effective Warrant Shares Registration Statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Purchase Agreement.Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Warrant Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of dividends) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions, so long as the Company is current with the public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Triggering Event (as defined in the Certificate of Designation) and no existing event which, with the passage of time or the giving of notice, would constitute a Triggering Event, (g) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 2(e) and Section 2(f) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Corporation that constitutes, or may constitute, material non-public information, and (j) for each Trading Day in a period of 20 consecutive Trading Days prior to the applicable date in question, the daily dollar trading volume for the Common Stock on the principal Trading Market exceeds $500,000 per Trading Day

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130250% of the then Exercise Price Price, (subject to adjustment as set forth hereinii) the average daily volume for such Measurement Period exceeds 100,000 shares per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 5:30 p.m. (New York City time) on the 10th thirtieth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 5:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 5:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 5:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder or all of such shares may be sold pursuant to Rule 144 upon cashless exercise without restrictions, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e), Section 2(f) and this Section 2(f2(g), if if, after the Effective Date Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $10.00 (subject to adjustment as set forth hereinfor 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 "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $.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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) or Section 2(f) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date date that is one hundred eighty (180) days following the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective date that is one hundred eighty (180) days following the Initial Exercise Date) exceeds 130% of the Exercise Price $______1 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average dollar daily volume for such Measurement Period exceeds $500,000 per Trading Day and (iii) the "Threshold Price")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 five one (1) Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a Call Notice which calls less than all of the Warrant Shares remaining under the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Registration Statement, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's initial purchase the then outstanding Warrants. 1 300% of Common Stock pursuant to the Purchase Agreement.Exercise Price

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of a price per share equal to three times the Exercise Price Initial Market Price, (ii) the average daily volume for each day in such Measurement Period exceeds 500,000 shares traded per Trading Day (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the "Threshold Price")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 five one (1) Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section Section 2(f), if if, after the date a registration statement registering the sale of all of the Warrant Shares has been declared effective by the Commission (the “Effective Date Date”), (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $10.00 (subject to adjustment as set forth hereinfor 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 "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) the Registration Statement a 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all of the Warrant Shares, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of this Section 2(f)hereof, if if, after the Effective Date Issuance Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", which period shall not have commenced until after the Effective Date”) exceeds 130% of the Exercise Price $0.17 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like, including proportional adjustments lower if the Exercise Price is lowered), and (ii) (the "Threshold Price")average daily dollar trading volume for such Measurement Period exceeds $50,000 per Trading Day, then the Company may, within five Trading Days of the end of such period, call for redemption of cancellation all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Exercise Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $.00001 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 a Exercise Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 5:30 p.m. (New York City time) on the 10th fifteenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 of Exercise with respect to Warrant Shares Securities subject to a Call Notice that are tendered through 6:30 5:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice of Exercise delivered following a Call Notice which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares Securities subject to such Call Notice prior to reducing the remaining Warrant Shares Securities available for purchase under this Warrant. For example, if (xA) this Warrant then permits the Holder to acquire 100 of the Warrant SharesSecurities, (yB) a Call Notice pertains to of the 75 Warrant SharesSecurities, and (zC) prior to 6:30 5:30 p.m. (New York City time) on the Call Date the Holder tenders a an Exercise Notice of Exercise in respect of 50 of the Warrant SharesSecurities, then (1x) on the Call Date the right under this Warrant to acquire 25 of the Warrant Shares Securities will be automatically cancelled, (2y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 of the Warrant Shares Securities in respect of the exercises following receipt of the Call Notice, and (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 of the Warrant Shares Securities (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercisean 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 will shall be void), unless, from the beginning end of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the a Registration Statement shall be effective as to all Warrant Shares Securities and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading MarketSecurities. The Company's ’s right to Call call the Warrant Warrants under this Section 2(e) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the Effective Date Date, the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 Trading Day period shall not have commenced until after the Effective Date) exceeds 130150% of the then Exercise Price (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends, and the like after the Initial Exercise Date) (the "“Threshold Price"”), then the Company may, within five three Trading Days of the end of such period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call"”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "“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 for the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 5:00 p.m. (New York City Arizona time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such date, 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 with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 5:00 p.m. (New York City Arizona time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (xi) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yii) a Call Notice pertains to 75 Warrant Shares, and (ziii) prior to 6:30 5:00 p.m. (New York City Arizona time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (iA) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 5:00 p.m. (New York City Arizona time) on the Call Date, (iiB) 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 and Shares, (iiiC) the Common Stock shall be listed or quoted for trading on the Trading Market, (D) there is a sufficient number of authorized shares of Common Stock for issuance of the Warrant Shares, and (E) the issuance of the shares shall be in accordance with Section 2(d) herein. The Company's ’s right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementStock.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $4.50 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the issuance 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 "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received sent by the Holder Company (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of 2(d) herein (i.e., the Company may only call such portion of the Warrant as to which Holder is entitled to exercise in accordance with Section 2(d)). The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to Warrants from the Purchase AgreementCompany.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the Effective Date Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130200% of the then-effective Exercise Price Price, (subject to adjustment as set forth hereinii) the average daily volume for such Measurement Period exceeds 50,000 shares per Trading Day (adjusted for any stock splits etc.), (iii) a Registration Statement is effective for the "Threshold Price")resale of all of the Warrant Shares, and (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 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 130% of the Exercise Price $____3 (subject to adjustment as set forth hereinfor 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 $175,000 per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 _________________________________ 3 300% of Exercise Price. of Exercise 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130250% of the then Exercise Price and (subject to adjustment as set forth hereinii) (the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of this Section 2(f1(f), if if, after the Effective Date Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130300% of the then current Exercise Price (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date), (ii) the average daily dollar volume for such Measurement Period exceeds $5,000,000 per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a an Exercise Notice of Exercise has not yet been delivered (such right, a "“Call"”) for consideration equal to $0.001 per Warrant Share; provided, however, that notwithstanding anything herein to the contrary, the Company may not exercise its rights under this Section 1(f) to the extent the exercise of the Warrant would cause the Holder to be in violation of the Maximum Percentage (any portion of this Warrant that remains unexercised as a result of this sentence, the “Unexercised Portion”). 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 a an Exercise Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 of Exercise 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 of Exercise 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a an Exercise Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f1(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercisean 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 will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Equity Conditions (as defined in the Certificate of Designation) shall be then met, (2) the Company shall have honored in accordance with the terms of this Warrant all Exercise Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii3) the Registration Statement shall be effective as to there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares and (4) the prospectus thereunder available for use by the Holder for the resale issuance of all such Warrant Shares and (iiisubject to a Call Notice shall not cause a breach of any provision of Section 1(d) the Common Stock shall be listed or quoted for trading on the Trading Marketherein. The Company's ’s right to Call call the Warrant Warrants under this Section 1(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase holding of Warrants. To the extent the Company is not permitted to exercise its rights under this Section 1(f) as a result of the Holder not being able to exercise this Warrant without exceeding the Maximum Percentage, then the Company may elect, upon delivery of written notice to the Holder (a “Repurchase Notice”), to repurchase all or a portion of such Unexercised Portion from the Holder at a price per Warrant Share equal to the difference between the greater of (i) the Closing Sale Price on the last day of the Measurement Period and (ii) the then current Closing Sale Price of Common Stock pursuant as of the Trading Day immediately prior to the Purchase Agreementdate of such Repurchase Notice, less the then current Exercise Price per Warrant Share (the “Repurchase Price Per Warrant Share”). The Repurchase Notice shall set forth the date on which the closing of such repurchase shall occur (which date shall be no sooner than three (3) Trading Days from the date of the Repurchase Notice) (the “Repurchase Date”). The Repurchase Price Per Warrant Share shall be paid in cash by wire transfer of immediately available funds at the closing of such repurchase. The Holder agrees to execute and deliver all documents reasonably requested by the Company in order to effect and evidence such repurchase and to deliver any original Warrant covering such Unexercised Portion of the Warrant Shares to the Corporation. On the Repurchase Date, the Unexercised Portion subject to such repurchase shall automatically be converted into the right to receive the Repurchase Price Per Warrant Share without interest and without any further act or action of the Holder and whether or not an original Warrant with respect to such Warrant Shares is surrendered or instruments of transfer are delivered to the Company; provided, that the Company shall not be obligated to pay the Repurchase Price Per Warrant Share for such Unexercised Portion unless and until all original Warrants for such Warrant Shares have been surrendered to the Company and all reasonably requested instruments of transfer have been executed by the Holder and delivered to the Company. From and after the Repurchase Date, unless there shall have been any default in the payment of the Repurchase Price Per Warrant Share, all rights of the Holder in the Unexercised Portion of Warrant Shares subject to repurchase (other than the right to receive the Repurchase Price Per Warrant Share in accordance with this Section 2(f)) shall cease and be of no further force and effect on such Repurchase Date, and such Warrant subject to a repurchase shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after thirteen (13) months from the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Effective Initial Exercise Date) exceeds 130300% of the then Exercise Price Price, (subject ii) the average daily volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the holders of Warrants issued pursuant to adjustment as set forth herein) (the "Threshold Price")Underwriting Agreement, including the Holder, are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company or any of its officers, directors, employees, agents or Affiliates, then the Company maymay in its sole discretion, within five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant for $0.01 per share (the "Call Price") Warrant, for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder Holder, concurrently with the other holders of Warrants, 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day thirtieth day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase , and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to all of the then issued and outstanding Warrants issued pursuant to the Purchase Underwriting Agreement.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f)) , if if, after the Effective Date one (1) year anniversary of the Initial Exercise Date, (i) the VWAP for each of 10 any 20 Trading Days during any 30 consecutive Trading Days Day period (the "“Measurement Period", ,” which period Measurement Period shall not have commenced until after the Effective one year anniversary of the Initial Exercise Date) exceeds 130% of the Exercise Price $5.58 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the daily dollar volume for such Measurement Period exceeds $250,000 per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if after the Effective Date the VWAP for each of 10 consecutive Trading Days (the "Measurement Period", which period shall not have commenced until after the Effective Date) exceeds 130% 12 month anniversary of the Initial Exercise Price (subject to adjustment as set forth herein) (the "Threshold Price")Date, then the Company may, within five Trading Days of the end of such periodat any time thereafter, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day fifth calendar day after the date the Call Notice is received by the Holder (such date, 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall be in accordance with Section 2(d) herein. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock pursuant to the Purchase AgreementStock.

Call Provision. Subject to the provisions If, after twelve months from issuance of this Section 2(f)Warrant, if after (i) the Effective Date price determined by the VWAP daily volume weighted average price per share of the Common Stock on its principal Trading Market as reported by Bloomberg Financial L.P. (the “VWAP”) for each of 10 20 consecutive Trading Days (the "Measurement “Threshold Period"”, which 20 Trading Day period shall not have commenced until after the Effective Datetwelve month anniversary from issuance of this Warrant) exceeds 130200% of the then Exercise Price (subject to adjustment as set forth hereinfor 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 any Threshold Period, which Threshold Period shall have commenced only after the twelve month anniversary of the issuance of this Warrant, exceeds 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), then the Company may, within five three Trading Days of the end of such period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call"”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "“Call Notice"”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If all of the conditions set forth below in this Section 2(d) (including the honoring of all Notices of Exercises) for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise, together with payment of the Exercise Price, shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such date, the "“Call Date")”) upon payment by the Company to the Holder of $0.05 per Warrant Share. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect together with payment of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of this Section 2(f), if after the Effective Date the VWAP Closing Price for each of 10 20 consecutive Trading Days (the "Measurement Period", which period shall not have commenced until after the Effective Date) exceeds 130150% of the Exercise Price (subject to adjustment as set forth herein) (the "Threshold Price"), ) then the Company may, within five three Trading Days of the end of such period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th fifth Trading Day after the date the Call Notice is received by the Holder (such date, the "Call Date"). Notwithstanding the foregoing, the Company may not exercise a Call right to the extent, but only to the extent, that the exercise of the portion of this Warrant subject to a Call Notice prior to the Call Date would violate the provisions of Section 2(d). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th 30th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, ______ days after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $____ (subject to adjustment as set forth hereinfor 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 $500,000 per Trading Day and (iii) the "Threshold Price")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 five one (1) Trading Days Day of the end of any such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of this Section 2(e), Section 2(f)] and this Section 2(g), if if, after the Effective Date Date, (i) the VWAP for each of 10 20 Trading Days our of 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $15.00 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) 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 "Threshold Price")Equity Conditions are then satisfied, then the Company may, within five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 and Shares, (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) or Section 2(f) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $______1 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), and (ii) (the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder (or for the resale of such Warrant Shares by the Holder), and (iii3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to Warrants. 1 [200% of the Purchase Agreementthen Exercise Price.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $0.10 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar trading volume for such Measurement Period exceeds $250,000 per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $9.4335 (subject to adjustment as set forth hereinfor 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 $500,000 per Trading Day and (iii) the "Threshold Price")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 five one Trading Days Day of the end of any such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 by the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after thirteen (13) months from the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Effective Initial Exercise Date) exceeds 130the higher of 300% of the initial Exercise Price and 400% of the then Exercise Price, (subject ii) the average daily volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the holders of Warrants issued pursuant to adjustment as set forth herein) (the "Threshold Price")Underwriting Agreement, including the Holder, are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company or any of its officers, directors, employees, agents or Affiliates, then the Company maymay in its sole discretion, within five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant for $0.01 per share (the "Call Price") Warrant, for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder Holder, concurrently with the other holders of Warrants, 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day thirtieth day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's For the avoidance of doubt, the Company may only exercise its right to Call call the Warrant shall be exercised ratably among Warrants under this Section 2(f), if it concurrently exercises its right with respect to all of the Holders based on each Holder's initial purchase of Common Stock then issued and outstanding Warrants issued pursuant to the Purchase Underwriting Agreement.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $_____2 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to Warrants. 2 250% of the Purchase Agreementthen Exercise Price.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $____2 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), and (ii) (the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th thirtieth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to Warrants. 2 200% of the Purchase Agreementthen Exercise Price.

Call Provision. i. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date date hereof, (i) the VWAP of the Common Stock for each any ten (10) out of 10 twenty (20) consecutive Trading Days (the "“Measurement Period", which period shall not have commenced until after the Effective Date”) exceeds 130125% of the then Exercise Price and (subject to adjustment as set forth hereinii) (the "Threshold Price")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 five four (4) Trading Days of the end last day of such periodMeasurement Period, call for redemption of all or any cancellation a portion of this Warrant for $0.01 per share (representing up to 50% of the "Call Price") Warrant Shares for which a Notice of Exercise has not yet been delivered (the “Maximum 125% Call Amount”) as of the date of the 125% Call Notice (as defined below) for consideration equal to $.001 per Warrant 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 a Notice of Exercise 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 10th tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a 125% Call Notice which calls less than the 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 (xA) this Warrant then permits the Holder to acquire 100 one hundred (100) Warrant Shares, (yB) a 125% Call Notice pertains to 75 twenty-five (25) Warrant SharesShares (e.g., one-half of the Maximum 125% Call Amount), and (zC) 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 a Notice of Exercise in respect of 50 ten (10) Warrant Shares, then (1x) on the 125% Call Date the right under Datethe rightunder this Warrant to acquire 25 fifteen (15) Warrant Shares will be automatically cancelled, (2y) 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 (3z) 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 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f2(g), if if, after the Effective Date Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price is at or above $3.50 (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 $125,000 of shares of Common Stock per Trading Day, (iii) all of the Equity Conditions (as set forth hereindefined in the Debenture) have been met during the Measurement Period and (iv) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of this Section 2(f)7, if after the Effective Commencement Date of the VWAP for each Tranche 1 Shares and ending on the Expiration Date of 10 consecutive Trading Days the Tranche 6 Shares (the "Measurement “Redemption Period"”), which period shall not have commenced until after the Effective Date) closing price for the Common Stock exceeds 130% of the Exercise Price for at least twenty (subject to adjustment as set forth herein20) trading days during a consecutive thirty (30) trading day period (each such period, a “Measurement Period”, the "Threshold Price"thirtieth consecutive trading day of which shall not fall on a date later than the last day of the Redemption Period), then the Company may, within five Trading Days of may upon ten (10) days prior written notice (the end of such period“Redemption Notice”), call for redemption of (“Call”) any or all or any portion of this Purchase Warrant then exercisable for $0.01 per share Share consideration equal to the Exercise Price; provided that the Redemption Notice is delivered to Holder within five (5) business days after the "Call Price") end of the Measurement Period (and for which a the avoidance of doubt, if the applicable Redemption Notice of Exercise has is not yet been delivered (within such right, a "Call"). To exercise this rightperiod, the Company must deliver Call right with respect to such Measurement Period shall immediately expire without any action on the Holder an irrevocable written notice (a "Call Notice"part of any Person), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below herein for such Call are satisfied from satisfied, the period from the date of Company exercises the Call Notice through in accordance with the terms hereof and including pays the Call Date (as defined below), then any aggregate consideration payable with respect to the portion of this Purchase Warrant that is subject to such Call Notice the Call, then the portion of this Purchase Warrant that has been so Called and for which a Notice notice of Exercise exercise shall not have been received by the Call Company by the Redemption Date (as defined below) will be cancelled at 6:30 p.m. (New York City time) 5:00 p.m., Eastern Time, on the 10th Trading Day tenth day after the date the Call Redemption Notice is received by the delivered to Holder (such date, the "Call “Redemption 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 valid exercises with respect to Warrant Shares subject to a Call Redemption Notice that are tendered through 6:30 p.m. (New York City time) prior to 5:00 p.m., Eastern Time, on the Call Redemption Date. The parties agree that any Notice of Exercise delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if after the Effective Date the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", which period shall not have commenced until after the Effective Date”) exceeds 130% of the Exercise Price $0.50 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after October___, 2005) (the "“Threshold Price"”), then the Company may, within five 1 Trading Days Day of the end of such period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call"”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "“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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such date, 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th 10 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, Date and (ii) 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 and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall be in accordance with Section 2(d) herein. The Company's ’s right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock Stock. Notwithstanding anything herein to the contrary but subject to all pricing, equity and other conditions under this Section 2(f), other than clause (ii) above, the Company’s right to exercise a Call hereunder may be done via the cashless exercise provision set forth in Section 2(c) provided that the Warrant Shares upon such cashless exercise are immediately free trading and issued without restrictive legend pursuant to the Purchase AgreementRule 144(k).

Call Provision. Subject to the provisions of this Section 2(f2(d), if after the Effective Date the VWAP Closing Price for each of 10 twenty (20) consecutive Trading Days (the "“Measurement Period"”, which period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price ($1.35, subject to adjustment as set forth herein) for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock (the "“Threshold Price"”), then the Company may, within five one Trading Days Day of the end of such period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call"”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "“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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th 30th Trading Day after the date the Call Notice is received by the Holder (such date, 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 with respect to Warrant Shares Preferred Stock 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares Preferred Stock subject to such Call Notice prior to reducing the remaining Warrant Shares Preferred Stock available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 $1,000 Stated Value of Warrant SharesPreferred Stock, (y) a Call Notice pertains to 75 $750 Stated Value of Warrant SharesPreferred Stock, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 $500 Stated Value of Warrant SharesPreferred Stock, then (1) on the Call Date the right under this Warrant to acquire 25 $250 Stated Value of Warrant Shares Preferred Stock will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 $500 Stated Value of Warrant Shares Preferred Stock in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 $250 Stated Value of Warrant Shares Preferred Stock (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(d), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant and the Warrant Preferred Stock issuable hereunder all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Conversion Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Conversion Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's ’s right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date one year anniversary of the Closing Date, the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective one year anniversary of the Closing Date) exceeds 130% of the Exercise Price $4.334 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Closing Date) and (ii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion up to 50% of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of this Section 2(f), if after the Effective Date the VWAP for each of 10 consecutive Trading Days (the "Measurement Period", which period shall not have commenced until after the Effective Datea) exceeds 130% of the Exercise Price (subject to adjustment as set forth herein) (the "Threshold Price"), then the The Company may, within five Trading Days at its sole option, call the Warrants at any time prior to exercise, on not less than 65 days prior written notice, following the occurrence of the end Warrant Holder’s resale of such periodthe Warrant Stock being registered for resale, call and the closing price of the Common Stock on the principal market therefor for redemption of all or any portion of this Warrant for 30 consecutive trading days exceeding $0.01 1.86 per share (as the "Call Price"same may be adjusted for stock splits, stock dividends, and any similar event affecting the number of outstanding shares of Common Stock). (b) for which a Notice of Exercise has not yet been delivered (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "Call Notice"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below in clause (a) above are satisfied, and the Company desires to call the Warrants, it shall send a call notice to the Warrant Holder, first class mail, postage prepaid, not later than the 65th day before the date fixed for closing the call (the “Call Date”), at such Warrant Holder’s last address for notice as shall appear on the Warrant register maintained by the Company. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) No failure to mail such call notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such Call are satisfied from the period from the date call, except as to a Warrant Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Call Notice through and including the Call Date (as defined below), then any portion Secretary or an Assistant Secretary of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day after the date the Call Notice is received by the Holder (such date, 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Companycall notice has been mailed shall, in the time and manner required under this Warrantabsence of fraud, will have issued and delivered to the Holder 50 Warrant Shares in respect be conclusive evidence of the exercises following receipt of facts stated therein. (d) If the Call Notice, and (3) Warrant Holder fails to exercise the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through by the Call Date, (i) the Company Warrants shall be cancelled without any further action, and the Warrant Holder shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the 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 and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock pursuant to the Purchase Agreementno further rights hereunder.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date initial issuance of this Warrant (the “Initial Exercise Date”), (i) the VWAP for each of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $6.50 (subject to adjustment as set forth hereinfor forward and reverse share splits, recapitalizations, share dividends and the like) and (ii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized Common Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of this Section 2(f)If, if after the Effective Date Date, (i) the VWAP (as defined herein) for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130200% of the then-effective Exercise Price Price, (subject ii) a Registration Statement is effective for the resale of all of the Warrant Shares or the Warrant Shares are eligible for resale without volume or manner-of-sale limitations pursuant to adjustment as set forth hereinRule 144, and (iii) (the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to the Exercise Price 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City Los Angeles, California time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(d), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City Los Angeles, California time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(d) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(d) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Warrants. For purposes hereof, the term “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock pursuant is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders and reasonably acceptable to the Purchase AgreementCompany, the fees and expenses of which shall be paid equally by the Holders and the Company.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $3.75 (subject to adjustment as set forth hereinfor 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 $600,000 per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 by the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 1(a) and this Section 2(f1(i), if if, after the Effective Date effective date of any registration statement under the VWAP Securities Act providing for the resale of the Warrants (and provided that Holder has agreed to the registration of the Warrants), (i) the VWAP, as defined below, for each of 10 ten (10) consecutive Trading Days (the "“Measurement Period", ,” which ten (10) consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $0.30 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like pursuant to Section 2 after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $75,000 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price")like pursuant to Section 2 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 five (5) Trading Days of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $[1.00] 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $____2 (subject to adjustment as set forth hereinfor 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 $400,000 per Trading Day and (iii) the "Threshold Price")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 five one (1) Trading Days Day of the end of any such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to Warrants. 2 300% of the Purchase Agreement.Exercise Price

Call Provision. Subject to the provisions of Section 1(e) and this Section 2(f1(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 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 130300% of the Exercise Price (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the daily dollar volume on each Trading Day during the Measurement Period exceeds $300,000 per Trading Day, and (iii) the "Threshold Price")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 five one Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f1(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares under this Warrant, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 1(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 1(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 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 130% of $0.75, (ii) the Exercise Price average daily volume for such Measurement Period exceeds $50,000 per Trading Day (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation up to the lesser of (i) 25% of this Warrant based on the number of Warrant Shares issuable on the Initial Exercise Date and (ii) all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then initially permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 25 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 10 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 15 Warrant Shares will be automatically cancelled, (2y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 10 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 75 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant Warrants. Notwithstanding anything herein to the Purchase Agreementcontrary, in the event that the Company effects a Call, a subsequent Measurement Period may not begin until the Trading Day immediately following the Call Date.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the 12 month anniversary of the Effective Date Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date12 month anniversary of the date of the Purchase Agreement) exceeds 130% of the Exercise Price $8.25 (subject to adjustment as set forth herein) (for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price"like after the Initial Exercise Date), (ii) the minimum average daily volume for such Measurement Period exceeds 100,000 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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) 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 Shares, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 15 and this Section 2(f)16, if if, after the Effective Date third anniversary of the VWAP Closing Date, (i) the weighted average price for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $10.00 (subject to adjustment as set forth hereinfor 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 "Threshold Price")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 five 2 Trading Days of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a an Exercise Notice of Exercise 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 a an Exercise Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 of Exercise 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 of Exercise 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a an Exercise Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f)16, the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercisean 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 will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Exercise Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 (iii3) the Common Stock shall be listed or quoted for trading on an Eligible Market, and (4) the Trading Marketissuance of the shares shall not cause a breach of any provision of Section 15 herein. The Company's ’s right to Call call the Warrant Warrants under this Section 16 shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f2(g), if if, after the Effective Date Date, (i) the VWAP for each of 10 15 consecutive Trading Days (the "“Measurement Period", ,” which 15 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price is at or above $2.10 (subject to adjustment as set forth hereinfor 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 $375,000 of shares of Common Stock per Trading Day and (iii) the "Threshold Price")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 five three Trading Days of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of this Section 2(f)If, if at any time after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive the Common Stock on the principal Trading Days (the "Measurement Period", which period shall not have commenced until after the Effective Date) Market as reported by Bloomberg L.P. exceeds 130300% of the Exercise Price (subject to adjustment as set forth hereinnot including a temporary reduction at the Company’s election unless approved by the Holder), of the Exercise Price in effect for twenty (20) consecutive Trading Days (the "Threshold Price"“Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $500,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant and such registration statement has been effective for six (6) months, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the Company has not breached any of the terms of the Transaction Documents regardless if such breach has been cured, and (vi) the Common Stock is listed for trading on a Trading Market continuously from the tenth(10th) Trading Day preceding the Measurement Period through the Call Date, then the Company may, within five Trading Days of the end of such period, may call for redemption cancellation of all or any that portion of this Warrant for $0.01 per share (the "Call Price") for which a an Exercise Notice of Exercise has not yet been delivered (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "Call Notice"), indicating therein the portion as of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), then any the portion of this Warrant subject to such Call Notice for which a an Exercise Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 5:30 p.m. (local time in New York City time) on the 10th Trading Day after the date the Call Notice is received by the Holder (such dateCity, the "Call Date"New York). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereofof the foregoing, the Company covenants and agrees that it will honor all Exercise Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 on or before 5:29 p.m. (local time in New York City timeCity, New York) on the Call Date. The parties agree that A Call Notice may not be given to the Holder with respect to any Notice Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of Exercise delivered following this Warrant, a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will must be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as given to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale other holders of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock Warrants issued pursuant to the Purchase AgreementAgreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each thirty (30) Trading Days.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, at any time after 12 months from the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $9.50 (subject to adjustment as set forth hereinfor 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 $1,000,000 per Trading Day, and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th thirtieth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each during any 20 of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $____1 (subject to adjustment as set forth hereinfor 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 $500,000.00 per Trading Day and (iii) the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to Warrants. 1 300% of the Purchase Agreementthen Exercise Price.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the Effective Date (i) the VWAP for each of 10 20 consecutive Trading Days (the "Measurement Period", which 20 Trading Day period shall not have commenced until after the Effective Date) exceeds 130250% of the then Exercise Price (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the "“Threshold Price")”) and (ii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information, then the Company may, within five one Trading Days Day of the end of such period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call"”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "“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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day thirtieth calendar day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will be void), unless, from the beginning of the 10th 20th consecutive Trading Days Day used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(c) and this Section 2(f3, if, after the effective date of the registration statement in which the shares of Common Stock issuable upon exercise of this Warrant shall be included (the “Effective Date”), if after the Effective Date the VWAP closing bid price for each of 10 five (5) consecutive Trading Days (the "“Measurement Period"”, which five (5) Trading Day period shall not have commenced until after the Effective Date) equals or exceeds 130% of the Exercise Price $8.00 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like) (the "“Threshold Price"”), then the Company may, within five one Trading Days Day of the end of such period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call"”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "“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 a Notice of Exercise 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 10th Trading Day 30th day after the date the Call Notice is received by the Holder (such date, 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f)3, the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th 5th consecutive Trading Days Day used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 5:00 p.m. (New York City time) on the Call Date, (ii) 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 and (iii) the Common Stock shall be listed or quoted for trading on either the Trading MarketNew York Stock Exchange, Nasadaq or NYSE Euronext, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance upon exercise of this Warrant. The Company's ’s right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementUnits.

Call Provision. Subject to the provisions of Section 1(e) and this Section 2(f1(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 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 130% of the Exercise Price $6.00 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the daily trading volume for each Trading Day during the Measurement Period exceeds 250,000 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f1(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of the shares shall not cause a breach of any provision of Section 1(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 1(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Tading Days (the "“Measurement Period", which period shall not have commenced until after the Effective Date,”) exceeds 130% of the Exercise Price $5.00 (subject to adjustment as set forth herein) (for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price"like after the Initial Exercise Date), then (ii) the average daily minimum volume for such Measurement Period exceeds 100,000 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 five Trading Days 1 Business Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Business Day after the date the Call Notice is received by given to the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Business Days (the "“Measurement Period", which period shall not have commenced until after the Effective Date,”) exceeds 130% of the Exercise Price $6.50 (subject to adjustment as set forth herein) (for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price"like after the Initial Exercise Date), then (ii) the average daily minimum volume for such Measurement Period exceeds 15,000 shares of Common Stock per 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, 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 five Trading Days 1 Business Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Business Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the Effective Date Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $______2 (subject to adjustment as set forth hereinfor 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 50,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to Warrants. 2200% of the Purchase Agreementthen Exercise Price.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after thirteen (13) months from the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $____3 (subject to adjustment as set forth hereinfor 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 $1,000,000 per Trading Day and (iii) the "Threshold Price")holders of Warrants issued pursuant to the Underwriting Agreement, including the Holder, are 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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant for $0.01 per share (the "Call Price") Warrant, for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder Holder, concurrently with the other holders of Warrants, 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day thirtieth day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase , and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to all of the then issued and outstanding Warrants issued pursuant to the Purchase Underwriting Agreement.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds 130% of the Exercise Price $6.875 (subject to adjustment as set forth herein) (for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price"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, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates then the Company may, within five 2 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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, and (iii3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective two year anniversary of the Initial Exercise Date (i) the VWAP for each of 10 30 consecutive Trading Days (the "“Measurement Period", which period shall not have commenced until after the Effective Date) ,” exceeds 130% of the Exercise Price $[ ]1 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the daily dollar volume for such Measurement Period exceeds $330,000 per Trading Day, (iii) the "Threshold Price")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 five one Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 and Shares, (iii3) the Common Stock shall be listed or quoted for trading on 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 (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the Effective Date (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130250% of the then Exercise Price (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the "Threshold Price")Holder is not in possession of any information that constitutes, or might constitute, material non-public information provided to it by the Company, then the Company may, within five one Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call"”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "“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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) 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 Shares, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if after the Effective Date if, (i) the VWAP for each of 10 20 consecutive Trading Days (the "“Measurement Period", which period shall not have commenced until after the Effective Date,”) exceeds 130% of the Exercise Price $3.00 (subject to adjustment as set forth hereinfor 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 $1,000,000 per Trading Day and (iii) the "Threshold Price")holders of Warrants issued pursuant to the Underwriting Agreement, including the Holder, are 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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant for $0.01 per share (the "Call Price") Warrant, for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder Holder, concurrently with the other holders of Warrants, 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day thirtieth day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase , and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to all of the then issued and outstanding Warrants issued pursuant to the Purchase Underwriting Agreement.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date date that is one hundred eighty (180) days following the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the "“Measurement Period", ,” which 30 consecutive Trading Day period shall not have commenced until after the Effective date that is one hundred eighty (180) days following the Initial Exercise Date) exceeds 130% of the Exercise Price $____2 (subject to adjustment as set forth hereinfor forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average dollar daily volume for such Measurement Period exceeds $500,000 per Trading Day and (iii) the "Threshold Price")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 five one (1) Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 delivered following a Call Notice which calls less than all of the Warrant Shares remaining under the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Registration Statement, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's the then outstanding Warrants. 2 300% of the initial purchase of Common Stock pursuant to the Purchase Agreement.Exercise Price

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date one year anniversary of the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the "Measurement Period", ," which 30 consecutive Trading Day period shall not have commenced until after the Effective first anniversary of the Initial Exercise Date) exceeds 130% of the Exercise Price $5.50 (subject to adjustment as set forth hereinfor 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 "Threshold Price")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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of the shares shall not cause a breach of any provision of Section 2(e) herein. The Company's right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the Effective Date Initial Exercise Date, (i) the VWAP for each of 10 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 130% of the Exercise Price $2.30 (subject to adjustment as set forth hereinfor 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 $500,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price")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, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if if, after the Effective Date Date, (i) the VWAP for each 20 out of 10 any 30 consecutive Trading Days (the "“Measurement Period", ,” which period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $3.50 (subject to adjustment as set forth hereinfor 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 75,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price"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 five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all or any portion of this Warrant for $0.01 per share (the "Call Price") for which a Notice of Exercise 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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th tenth Trading Day after the date the Call Notice is received by the Holder (such datedate 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 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 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 (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) 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 Shares, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant to the Purchase AgreementWarrants.

Call Provision. Subject to the provisions of this Section 2(f), if after the Effective Date the VWAP for each of 10 consecutive Trading Days (the "Measurement Period", which period shall not have commenced until after the Effective Datea) exceeds 130% of the Exercise Price (subject to adjustment as set forth herein) (the "Threshold Price"), then the The Company may, within five Trading Days at its sole option, call the Warrants at any time prior to exercise, on not less than 65 days prior written notice, following the occurrence of either of the end following events: (i) The Warrant Holder’s resale of such periodthe Warrant Stock has been registered for resale, call and the closing price of the Common Stock on the principal market therefor for redemption of all or any portion of this Warrant for 30 consecutive trading days exceeds $0.01 1.50 per share (as the "Call Price"same may be adjusted for stock splits, stock dividends, and any similar event affecting the number of outstanding shares of Common Stock); or (ii) for which a Notice With respect to 60% or ___ shares of Exercise has not yet been delivered (such rightthe Warrant Stock, a "Call"). To exercise this right, if the Company must deliver enters into a contract with any entity other than the United States Missile Defense Agency having a guaranteed minimum revenue to the Holder an irrevocable written notice Company of at least $1,000,000. (a "Call Notice"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. b) If the conditions set forth below in clause (a) above are satisfied, and the Company desires to call the Warrants, it shall send a call notice to the Warrant Holder, first class mail, postage prepaid, not later than the 65th day before the date fixed for closing the call (the “Call Date”), at such Warrant Holder’s last address for notice as shall appear on the Warrant register maintained by the Company. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) No failure to mail such call notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such Call are satisfied from the period from the date call, except as to a Warrant Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Call Notice through and including the Call Date (as defined below), then any portion Secretary or an Assistant Secretary of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th Trading Day after the date the Call Notice is received by the Holder (such date, 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 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 delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Companycall notice has been mailed shall, in the time and manner required under this Warrantabsence of fraud, will have issued and delivered to the Holder 50 Warrant Shares in respect be conclusive evidence of the exercises following receipt of facts stated therein. (d) If the Call Notice, and (3) Warrant Holder fails to exercise the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through by the Call Date, (i) the Company Warrants shall be cancelled without any further action, and the Warrant Holder shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the 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 and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock pursuant to the Purchase Agreementno further rights hereunder.

Call Provision. Subject to the provisions of Section 2(e) and this Section 2(f), if if, after the 90th day following the Effective Date Date, (i) the VWAP for each of 10 consecutive Trading Days (the "“Measurement Period", ,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 130% of the Exercise Price $0.60 (subject to adjustment as set forth herein) (for forward and reverse stock splits, recapitalizations, stock dividends and the "Threshold Price"like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds $50,000 per Trading 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, (iv) at least 15 days shall have elapsed since the date of the prior Call Date (as defined below) and (v) the Company has not received a “skull and crossbones” designation from OTC markets then the Company may, within five 1 Trading Days Day of the end of such periodMeasurement Period, call for redemption cancellation of all the Warrant Shares or any portion of this Warrant for $0.01 per share (the "Call Price") thereof for which a Notice of Exercise has not yet been delivered (such right, a "“Call")”) for consideration equal to $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 a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the 10th 30th Trading Day after the date the Call Notice is received by the Holder (such datedate 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 (cash or cashless) 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 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 (xA) this Warrant then permits the Holder to acquire 100 Warrant Shares, (yB) a Call Notice pertains to 75 Warrant Shares, and (zC) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) 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 (3z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice will shall be void), unless, from the beginning of the 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii2) 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 Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company's ’s right to Call call the Warrant Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder's ’s initial purchase of Common Stock pursuant Warrants. In the event that the Call would cause the Holder to exceed the Beneficial Ownership Limitation set forth in Section 2(e), in lieu of Warrant Shares the Company may issue the Holder a “pre-paid” warrant otherwise in the form of the Series A Warrants, the form and substance of which shall be reasonably acceptable to the Purchase AgreementHolder.