Common use of Call Provision Clause in Contracts

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective 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 $7.13 (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 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying 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 fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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 not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each ten (10) out of 10 twenty (20) consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 11.46 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective 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 $7.13 3.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for each day in such Measurement Period exceeds 200,000 500,000 shares of Common Stock traded per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) 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 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) 3.4 and this Section 2(f)3.5, if, after the 90th calendar day following the Effective Datedate of issuance, (i) the VWAP for each of 10 20 consecutive Trading Days trading days (the “Measurement Period,” which 10 20 consecutive Trading Day trading day period shall not have commenced until after the Effective Datedate of issuance) exceeds $7.13 300% of the Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Datedate of issuance), (ii) the average daily dollar volume for such on each trading day during the Measurement Period exceeds 200,000 shares of Common Stock $300,000 per Trading Day (subject to adjustment for forward and reverse stock splitstrading day, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Registered Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 1 Trading Day one trading day of the end of such Measurement Period, call for cancellation of all or any portion of this such Warrant for which a Notice of Exercise an exercise notice has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying Warrant Share. To exercise this right, the Company must deliver to the Registered Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this such 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 such Warrant subject to such Call Notice for which a Notice of Exercise an exercise notice shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the fifth Trading Day tenth trading day after the date the Call Notice is received by the Registered Holder (such date and time, the “Call Date”). Any unexercised portion of this such 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 exercise notices with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise exercise notice delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this such Warrant. For example, if (xA) this a Warrant then permits the Registered 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 Registered Holder tenders a Notice of Exercise an exercise notice in respect of 50 Warrant Shares, then (1x) on the Call Date the right under this such Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2y) the Company, in the time and manner required under this such Warrant, will have issued and delivered to the Registered Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3z) the Registered Holder may, until the Termination Expiration Date, exercise this such 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)3.5, the Company may deliver subsequent Call Notices for any portion of this such Warrant for which the Registered Holder shall not have delivered a Notice of Exercisean exercise notice. Notwithstanding anything to the contrary set forth in this such Warrant, the Company may not deliver a Call Notice or require the cancellation of this such Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Warrant Agreement all Notices of Exercise exercise notices 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 SharesShares to the Registered Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities Warrant Shares under the Transaction Documentssuch Warrant, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(d) Section 3.4 herein. The Company’s right to call the Warrants under this Section 2(f) 3.5 shall be exercised ratably among the Holders based on each Registered Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e), Section 2(f) and this Section 2(f2(g), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 20 Trading Days out of 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 3.096 (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 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, and (iii) the Equity Conditions are then satisfied, then the Company may, within 1 one Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.01 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 Expiration 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 shall be void), unless, from the beginning of the 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 (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) or Section 2(f) herein. The Company’s right to call the Warrants under this Section 2(f2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 [ ] (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000 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 1 Trading Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) or Section 2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 5.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying .001per 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 Cali 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 fifth tenth Trading Day after the date the Call Notice is ls received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(d) or Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(d)(i) and this Section 2(f), if, after if (A) commencing on the 90th calendar day following six (6) month anniversary of the Effective Initial Exercise Date, (i) the VWAP of the Common Stock for each of 10 consecutive Trading Days (such 10 consecutive Trading Day period, the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date”) equals or exceeds $7.13 2.25 (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 three (ii3) Trading Days of the average daily volume for end of such Measurement Period exceeds 200,000 shares Period, call for the cancellation of up to 50% of the Warrant Shares for which a Notice of Exercise has not yet been delivered to the Company (such right, a “Call”) for consideration equal to $.001 per Warrant Share, and (B) commencing on the twelve (12) month anniversary of the Initial Exercise Date, the VWAP of the Common Stock per on each Trading Day in a Measurement Period equals or exceeds $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company), then the Company may, within 1 three (3) Trading Day Days of the end of such Measurement Period, call for the cancellation of up to all or any portion of this the remaining Warrant Shares for which a Notice of Exercise has not yet been delivered to the Company (such right, also a “Call”) for consideration equal to $.10 .001 per underlying 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 Call Notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Company by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 Warrant Shares shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (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 shall be void), unless, unless (a) from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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, Market and (iviii) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under Warrant Shares, (b) if the Transaction DocumentsWarrant Shares are subject to a lock-up agreement that is required by a placement agent, the Call occurs at least 90 days following the expiration of such lock-up agreement, and (vc) with respect to the Warrant Shares that are subject to the Call, the issuance of such Warrant Shares upon exercise of this Warrant by the shares Holder shall not cause a breach of any provision of 2(dSection 2(d)(i) herein. The Company’s right to call the Warrants under , provided that, solely for purpose of this clause (c) of this Section 2(f) ), the Beneficial Ownership Limitation shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrantsdeemed to be 9.99%.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Business Days (the “Measurement Period,” which 10 20 consecutive Trading Business Day period shall not have commenced until after the Effective Date) exceeds $7.13 5.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily minimum volume for such Measurement Period exceeds 200,000 75,000 shares of Common Stock per Trading Business Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) 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 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 1 Trading Business Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth Trading 20th Business Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following earlier of the effective date of the Registration Statement “Effective Date”), (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward 200% of the then Exercise Price and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth Trading Day thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f2(e), if, after the 90th calendar day following the Effective Date, if (i) the VWAP Weighted Average Closing Price 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 $7.13 one and one-half (1.5) times the Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 original Issue Date) and (iiiii) 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 1 3 Trading Day Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 Los Angeles time) on the fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City Los Angeles 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 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(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (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 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, and (iii2) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv3) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 9.4335 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000 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 1 one Trading Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 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 shall be void), unless, from the beginning of the 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 SharesShares by the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective 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 $7.13 (subject a price per share equal to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after three times the Initial Exercise Date)Market Price, (ii) the average daily volume for each day in such Measurement Period exceeds 200,000 500,000 shares of Common Stock traded per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) 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 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 during any 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 9.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000.00 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e), 2(f) and this Section 2(f2(g), if, after the 90th calendar day following one year anniversary of the Effective Closing Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock per Trading Day 0.875 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iiiii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by Equity Conditions (as defined herein) have been met during the CompanyMeasurement Period, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant has satisfied 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, 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) hereinEquity Conditions. The Company’s right to call the Warrants under this Section 2(f2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.. For the purposes of this Section 2(g), “Equity Conditions” shall mean, during the period in question, (a) the Company shall have duly honored all exercises scheduled to occur or occurring by virtue of one or more Notices of Exercise of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Company shall have paid all liquidated damages and other 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 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(d2(e) and this Section Section 2(f), if, after the 90th calendar day following date a registration statement registering the sale of all of the Warrant Shares has been declared effective by the Commission (the “Effective Date”), (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 10.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 100,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under of the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, if after the 90th calendar day following the Effective Date, (i) 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 Date) exceeds $7.13 130% of the Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and as set forth herein) (the like after the Initial Exercise Date"Threshold Price"), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 five Trading Day Days of the end of such Measurement Periodperiod, call for cancellation 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”) for consideration equal to $.10 per underlying 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 fifth 10th Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall will be void), unless, from the beginning of the Measurement Period 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, 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 Warrants under this Section 2(f) Warrant shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of WarrantsCommon Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP Closing Price for each of 10 20 consecutive Trading Days (the “Measurement Period,” ”, which 10 consecutive 20 Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and 250% of the like after the Initial then Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock per Trading Day Price (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“Threshold Price”), then the Company may, within 1 one Trading Day of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying 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 fifth 30th Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (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 be in accordance with Section 2(d) herein. The Company’s right to call Call the Warrants under this Section 2(f) Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsCommon Stock.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 consecutive 20 Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 150% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date)dividends, (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company“Threshold Price”), then the Company may, within 1 three Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying 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 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 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 (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 such Call Notice shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (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, and (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 (iiiC) the Common Stock shall be listed or quoted for trading on the Trading Market, and (ivD) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (vE) the issuance of the shares shall not cause a breach of any provision of be in accordance with Section 2(d) herein. The Company’s right to call Call the Warrants under this Section 2(f) Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsCommon Stock.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after thirteen (13) months from the 90th calendar day following the Effective 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 Datethirteen (13) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like months after the Initial Exercise Date)) exceeds 300% of the then Exercise Price, (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $1,000,000 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 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 maymay in its sole discretion, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth Trading Day thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f) shall be exercised ratably among ), if it concurrently exercises its right with respect to all of the Holders based on each Holder’s initial purchase of Warrantsthen issued and outstanding Warrants issued pursuant to the Underwriting Agreement.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following Effective Date and the Effective Initial Exercise Date, (i) the VWAP for each of 10 twenty (20) consecutive Trading Days (the “Measurement Period,” which 10 twenty (20) consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 3.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Datedate hereof), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion up to 680,000 2 of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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 not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 2 50% of the Warrant Shares represented by this Warrant.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ____3 (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 200,000 shares of Common Stock $175,000 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective 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 $7.13 4.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Dateissuance date of this Warrant), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Dateissuance 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received sent by the Holder Company (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(d) hereinherein (i.e., the Company may only call such portion of the Warrant as to which Holder is entitled to exercise in accordance with Section 2(d)). The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsWarrants from the Company.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f2(g), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 3.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 100,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f2(c), if, after the 90th calendar day no earlier than 90 Trading Days following the Effective most recent exercise or cancellation of an Incremental Warrant (each, a “Funding Date”), (i) the VWAP of the Common Stock (as defined in the Note) for each of 10 consecutive 90 Trading Days (the “Measurement Period,” which 10 90 consecutive Trading Day period shall not have commenced until after the Effective applicable Funding Date) exceeds $7.13 is greater than the quotient of (x) the Conversion Price then in effect divided by (y) 130% (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Dateinitial issuance date of this Incremental Warrant), (ii) the average daily trading volume of the Common Stock on the Principal Market (as defined in the Note) for such Measurement Period exceeds 200,000 shares of Common Stock $2,000,000 per Trading Day (subject to adjustment for forward and reverse stock splitsDay, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder Incremental Conversion Shares (as defined in the Purchase Agreement) are registered for resale pursuant to an effective registration statement, (iv) there has not been an Equity Conditions Failure (as defined in the Note), (v) the Irrevocable Transfer Agent Instructions (as defined in the Purchase Agreement is not sufficient to reserve the Current Reserve Amount (as defined in possession the Purchase Agreement), (vi) the Stockholder Approval (as defined in the Purchase Agreement) has been obtained and (vii) the aggregate principal value of any information that constitutes, the outstanding Notes (including the Notes issued on the Closing Date (as defined in the Purchase Agreement)) is less than or might constitute, material non-public information which was provided by the Companyequal to $1,000,000, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Incremental Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying the Note(s) and the Common Warrant Shareissuable upon exercise or cancellation of this Incremental Warrant. 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 Incremental 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 Incremental 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Incremental 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 Notice of Exercise with respect to Warrant Shares Notes 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 Incremental Warrants shall first reduce to zero the number of Warrant Shares Notes subject to such Call Notice prior to reducing the remaining Warrant Shares Notes available for purchase under this Incremental 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(c)(iv), the Company may deliver subsequent Call Notices for any portion of this Incremental Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Incremental Warrant, the Company may not deliver a Call Notice or require the cancellation of this Incremental Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Incremental Warrant all Notices Notice of Exercise Exercises 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 Incremental Conversion Shares (as defined in the Purchase Agreement) 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 Incremental Conversion Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Principal Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities (as defined in the Purchase Agreement) under the Transaction Documents, and (v5) the issuance of the shares all Notes subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(c) herein. The Company’s right to call the Incremental Warrants under this Section 2(f2(c)(iv) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.of

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f2(e), if, after the 90th calendar day following effective date of a registration statement under the Effective DateSecurities Act providing for the resale of the Warrants, (i) the VWAP VWAP, as defined below, for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 0.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $50,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 5 Trading Day Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f2(e) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after thirteen (13) months from the 90th calendar day following the Effective 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 Datethirteen (13) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like months after the Initial Exercise Date)) exceeds 300% of the then Exercise Price, (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $1,000,000 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 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 CompanyCompany or any of its officers, directors, employees, agents or Affiliates, then the Company maymay in its sole discretion, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth Trading Day thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f) shall be exercised ratably among ), if it concurrently exercises its right with respect to all of the Holders based on each Holder’s initial purchase of Warrantsthen issued and outstanding Warrants issued pursuant to the Underwriting Agreement.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f2(c), if, after the 90th calendar day no earlier than 10 Trading Days following the Effective date on which the Ordinary Shares issued or issuable upon conversion of the Notes are registered for resale pursuant to an effective registration statement) (each, a “Funding Date”), (i) the VWAP for each of 10 consecutive 15 Trading Days (the “Measurement Period,” which 10 15 consecutive Trading Day period shall not have commenced until after the Effective applicable Funding Date) exceeds $7.13 0.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Issuance Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $350,000 per Trading Day (subject to adjustment for forward and reverse stock splitsDay, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder aggregate principal value of the outstanding Notes (including the Notes issued on the Closing Date (as defined in the Purchase Agreement)) is less than or equal to $1,250,000, (iv) the Incremental Conversion Shares (as defined in the Purchase Agreement) are registered for resale pursuant to an effective registration statement or are eligible for resale under Rule 144 without volume or manner-of-sale restrictions, (v) there has not been an Equity Conditions Failure (as defined in possession of any information that constitutes, or might constitute, material non-public information which was provided by the CompanyNote) and (vi) the Irrevocable Transfer Agent Instructions (as defined in the Purchase Agreement is sufficient to reserve the Current Reserve Amount (as defined in the Purchase Agreement), then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Incremental Warrant for which a an Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying Warrant Sharethe Note(s) issuable upon exercise or cancellation of this Incremental Warrant. 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 Incremental 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 Incremental 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Incremental 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 Notice of Exercise with respect to Warrant Shares Notes 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 Incremental Warrants shall first reduce to zero the number of Warrant Shares Notes subject to such Call Notice prior to reducing the remaining Warrant Shares Notes available for purchase under this Incremental 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(c)(iv), the Company may deliver subsequent Call Notices for any portion of this Incremental Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Incremental Warrant, the Company may not deliver a Call Notice or require the cancellation of this Incremental Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Incremental Warrant all Notices Notice of Exercise Exercises 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 Incremental Conversion Shares (as defined in the Purchase Agreement) 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 Incremental Conversion Shares, and (iii3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Principal Market, and (iv4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Securities (as defined in the Purchase Agreement) under the Transaction Documents, and (v5) the issuance of the shares all Notes subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(c) herein. The Company’s right to call the Incremental Warrants under this Section 2(f2(c)(iv) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Incremental Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Date, If (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 is: (subject a) with respect to adjustment for forward and reverse stock splitsthe 60-day period following the Issuance Date, recapitalizations, stock dividends and the like after equal to or greater than 250% of the Initial Exercise Date)Price, or (b) with respect to all subsequent periods, equal to or greater than 200% of the Initial Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds 200,000 shares of Common Stock $1,000,000 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 maymay in its sole discretion, within 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth Trading Day thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f1(f), if, after the 90th calendar day following the Effective 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 $7.13 300% of the then current Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Issuance Date), (ii) the average daily dollar volume for such Measurement Period exceeds 200,000 shares of Common Stock $5,000,000 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 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a an Exercise Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Exercise Notices 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 shall be void), unless, from the beginning of the 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, 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 (iv3) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, Warrant Shares and (v4) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 1(d) herein. The Company’s right to call the Warrants under this Section 2(f1(f) shall be exercised ratably among the Holders based on each Holder’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 as of the Trading Day immediately prior to the date 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(d) and this Section 2(f), if, after the 90th calendar day at any time following the Effective Date, ninety (i90) the VWAP for each day anniversary of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, may call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration in cash equal to $.10 per underlying Warrant Share8% of the aggregate Exercise Price of the Warrants subject to the Call (such amount, the “Call Consideration Amount”). 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 , and delivery of the Call Consideration Amount in cash to the Holder within one (1) Trading Day following delivery of Call Notice through and including (such date, the Call Date (as defined below“Payment Date”). If such payment is made, 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 fifth Trading Day after thirtieth (30) day following the date the Call Notice is received by the Holder Payment Date (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will the Company shall 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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 not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e), Section 2(f) and this Section 2(f2(g), if, after the 90th calendar day following the Effective 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 $7.13 10.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .01 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) or Section 2(f) herein. The Company’s right to call the Warrants under this Section 2(f2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Date, If (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 $7.13 is: (subject a) with respect to adjustment for forward and reverse stock splitsthe 60-day period following the Issuance Date, recapitalizations, stock dividends and the like after equal to or greater than [ ]% of the Initial Exercise Date)Price, or (b) with respect to all subsequent periods, equal to or greater than [ ]% of the Initial Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds 200,000 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 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 maymay in its sole discretion, within 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth Trading Day thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ______1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $300,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 1 250% of the initial Exercise Price.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 1.80 (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 200,000 shares of Common Stock $500,000 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 1 Trading Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ____ (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, on or after the 90th calendar day following one year anniversary of the Effective Initial Exercise Date, if (i) the VWAP of the Common Stock for each of 10 30 consecutive Trading Days (during which the Registration Statement is effective and available(the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $7.13 13.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 250,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 “cashless exercise” of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the 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 sale of all such Warrant SharesShares to the Holder (and the Company has no reason to believe that the use of such prospectus will be suspended or otherwise unavailable for a period of thirty (30) days from such Call Date), and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) hereinherein and (6) the Company otherwise is in compliance with each covenant of any Transaction Document. The Company’s right to call the Warrants under this Section 2(f2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) equals or exceeds $7.13 12.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after thirteen (13) months from the 90th calendar day following the Effective 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 Datethirteen (13) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like months after the Initial Exercise Date)) exceeds the higher of 300% of the initial Exercise Price and 400% of the then Exercise Price, (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $1,000,000 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 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 CompanyCompany or any of its officers, directors, employees, agents or Affiliates, then the Company maymay in its sole discretion, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth Trading Day thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f) shall be exercised ratably among ), if it concurrently exercises its right with respect to all of the Holders based on each Holder’s initial purchase of Warrantsthen issued and outstanding Warrants issued pursuant to the Underwriting Agreement.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective 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 $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and 250% of the like after the Initial then Exercise Date)Price, (ii) the average daily volume for such Measurement Period exceeds 200,000 100,000 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 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares 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 (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Date, the last sale price of the Common Stock has been at least $24.00 (isubject to adjustment for reverse and forward stock splits and the like)) the VWAP for on each of 10 20 Trading Days within any 30 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period Measurement Period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward , and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such which Measurement Period exceeds 200,000 shares shall end three (3) Trading Days prior to delivery of Common Stock per Trading Day (subject the Call Notice 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 CompanyHolders), then the Company may, within 1 Trading Day of the end of such Measurement Period, may call for cancellation of not less than all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .01 per underlying 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 fifth Trading Day thirtieth (30th ) calendar day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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(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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein, and (6) the Company has not provided the Holder any information that constitutes, or might constitute, material non-public information. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) 2(e), and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP average closing sale price for each of 10 consecutive 30 Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $7.13 500% of the Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Datepursuant to Section 3(a)), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $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 has not in been provided with any possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 1.285 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 Warrant Shares shall be effective as eligible for legend removal pursuant to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant SharesRule 144, and there shall be no Public Information Failure (iii3) the Common Stock shall be listed or quoted for trading on the Trading Principal Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP Closing Price for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 0.45 per share (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily trading volume for such Measurement Period exceeds 200,000 shares of the Common Stock per on the Trading Day Market shall exceed 1,000,000 shares (subject to adjustment for forward and reverse stock splits, recapitalizationsstock dividends, stock dividends recapitalizations and the like after like) per Trading Day for each Trading Day during the Initial Exercise Date) 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 1 two (2) Trading Day Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain or which is exercised prior to 6:30 p.m. (New York 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 shall be void), unless, from the beginning of the 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, and (iii5) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv6) there is a sufficient number of authorized and reserved shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v7) the issuance of the shares shall total number of Warrant Shares underlying the number of Warrants specified in the Call Notice would not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following earlier of the Effective DateDate 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 10 5 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 1.75 (subject to adjustment adjusted for forward and reverse any subsequent stock splits, recapitalizations, stock dividends reverse splits and the like after the Initial Exercise Datesimilar capital adjustments), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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 not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ____ (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day date that is one hundred eighty (180) days following the Effective Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 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 $7.13 ______1 (subject to adjustment for 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 200,000 shares of Common Stock $500,000 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 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.0001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under Warrant Shares and all shares of Common Stock issuable upon conversion of the Transaction DocumentsCompany’s preferred stock issued pursuant to the Registration Statement, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase the then outstanding Warrants. 1 300% of Warrants.the Exercise Price

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each during any 20 of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ____1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000.00 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following two year anniversary of the Effective Date, Date (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” ”, which 10 consecutive 20 Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 200% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Threshold Price”), (ii) the average daily volume for such Measurement Period exceeds 200,000 100,000 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 which was provided by the Companyinformation, then the Company may, within 1 two Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying 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 fifth twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Day used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with 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 right to call Call the Warrants under this Section 2(f) Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d3(d) and this Section 2(f3(e), ifin the event the Common Stock shall be listed on a U.S. stock exchange and trade, after as determined by the 90th calendar day following the Effective Datedaily closing price, for twenty (i20) the VWAP for each of 10 consecutive Trading Days trading days at or above $1.50 per share (the “Measurement Period,” Redemption Event”), the Company shall have the right, but not the obligation, to redeem all or any portion of the outstanding Warrant, at which 10 consecutive Trading Day time the Holder may elect to exercise the Warrant as set forth in Section 3(a) above. No later than ten (10) Business Days following a Redemption Event, the Company shall deliver written notice thereof via facsimile to the Holder (a “Redemption Notice”). At any time during the period shall not have commenced until beginning after the Effective Datedate of the Redemption Notice and ending five (5) exceeds $7.13 Business Days thereafter, the Holder may submit an Exercise Notice to the Company requesting to exercise all or any portion of this Warrant (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial “Redemption Exercise DateNotice”), to the Company, which Redemption Exercise Notice shall indicate the portion of the Warrant the Holder is electing to exercise. The Company shall redeem the then outstanding portion of the Warrant, if any, on the twentieth (ii20th) Business Day following the average daily volume date of the Redemption Notice at the Exercise Price, in cash or in shares of Common stock, at the Company’s sole discretion. The payment in cash for such Measurement Period exceeds 200,000 any redemptions shall be in compliance with Rule 419 of the Securities Act. Notwithstanding the foregoing, the Company may only redeem the Warrants in shares of Common Stock per Trading Day if from the date the Holder receives the Redemption Notice through and until the date such redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder. For purposes of this Article III, Equity Conditions shall mean during the period in question, (subject a) the Company shall have duly honored all exercises and redemptions scheduled to adjustment for forward and reverse stock splitsoccur or occurring by virtue of one or more Notices of Exercise of the Holder, recapitalizationsif any, stock dividends (b) the Company shall have paid all other amounts owing to the Holder in respect of this Note, if any, (c)(i) there is an effective registration statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Warrant Shares (and the like after Company believes, in good faith, that such effectiveness will continue uninterrupted for the Initial Exercise Dateforeseeable future) or (ii) all of the Warrant Shares (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current 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 Holder, (d) the Common Stock is trading on a Trading Market and all of the Warrant Shares 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 Warrant, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) there has been no public announcement of a pending or proposed Change of Control Transaction that has not been consummated and (iiih) the Holder is not in possession of any information provided by the Company that constitutes, or might may constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying 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 fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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 not cause a breach of any provision of 2(d) hereininformation. The Company’s right to call the Warrants under this Section 2(f3(e) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock per Trading Day 1.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iiiii) 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date on which the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Resale Shelf Effective Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Resale Shelf Effective Date) exceeds $7.13 6.23 (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 200,000 shares of Common Stock $300,000 per Trading Day (subject to adjustment for forward and reverse stock splitsDay, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f2(e), if, after the 90th calendar day following effective date of a registration statement under the Effective DateSecurities Act providing for the resale of the Warrants, (i) the VWAP VWAP, as defined below, for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 1.50 (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 200,000 50,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) 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 1 5 Trading Day Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”") for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s 's right to call the Warrants under this Section 2(f2(e) shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th thirtieth (30th) calendar day following the effectiveness of the Registration Statement (the “Effective Date”), (i) the VWAP for each of 10 20 consecutive Trading Days days (the “Measurement Period,” which 10 20 consecutive Trading Day day period shall not have commenced until after the Effective Date) in a 30-day calendar period exceeds $7.13 4.255 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar trading volume for such Measurement Period exceeds 200,000 shares of Common Stock $250,000 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 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion up to 50% of the Warrant Shares represented by this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.0001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 for which the Holder has the right to Call 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, which number of Warrant Shares subject to Call Notices shall be limited to 50% of the aggregate number of Warrant Shares represented by this Warrant. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. i. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Datedate 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 10 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $7.13 (subject to adjustment for forward 125% of the then Exercise Price and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 four (4) Trading Day Days of the end last day of such Measurement Period, call for cancellation of all or any a portion of this Warrant representing up to 50% of the Warrant Shares for which a Notice of Exercise has not yet been delivered (such right, a the “CallMaximum 125% Call Amount”) as of the date of the 125% Call Notice (as defined below) for consideration equal to $.10 .001 per underlying Warrant ShareShare (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 fifth tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “125% Call Date”). Any unexercised portion of this Warrant to which the 125% Call Notice does not pertain will be unaffected by such 125% Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 all the Warrants Maximum 125% Call Amount shall first reduce to zero the number of Warrant Shares subject to such 125% Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (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 such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with 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, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f2(g), if, after the 90th calendar day following the Effective 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 is at or above $7.13 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 200,000 $125,000 of shares of Common Stock per Trading Day Day, (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and iii) all of the like after Equity Conditions (as defined in the Initial Exercise DateDebenture) have been met during the Measurement Period and (iiiiv) 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f2(b), if, after two (2) year anniversary of the 90th calendar day following Issuance Date, (the “Effective Date”), (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 13.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $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 CompanyCompany or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, then the Company may, within 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock Shares for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f2(b) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to In the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Date, event that (i) the VWAP for each of 10 consecutive Trading Days (Issuer’s Common Stock is traded on the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after Nasdaq Capital Market, the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splitsNasdaq Global Market, recapitalizationsthe Nasdaq Global Select or any successor market thereto, stock dividends and American Stock Exchange or any successor market thereto, or the like after the Initial Exercise Date)New York Stock Exchange or any successor market thereto, (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying 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 fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder VWAP for the resale of all such Warrant Sharesprevious thirty (30) Trading Days is above $8.87, and (iii) the average daily volume of the Issuer’s Common Stock shall be listed or quoted for trading the previous thirty (30) Trading Days exceeds 300,000 shares per day, then the Issuer, upon ten (10) business days prior written notice (the “Notice Period”) given to the Holders within three business days immediately following the end of such thirty (30) Trading Day period, may call this Warrant at a redemption price equal to $0.01 per share of Common Stock then purchasable pursuant to this Warrant (the “Call Option”); provided that (i) the Issuer simultaneously calls all Series A Warrants on the Trading Marketsame terms, and (ivii) there is a sufficient number all of authorized the shares of Common Stock issuable hereunder are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which at the time of such call is not suspended and for issuance of all Securities under the Transaction Documentswhich no stop order is in effect, and pursuant to which the Holder is able to sell such shares of Common Stock at all times during the Notice Period and (viii) this Warrant is fully exercisable for the issuance full amount of Warrant Stock covered hereby notwithstanding the shares ownership cap and restrictions set forth in Section 7 hereof (the “Ownership Cap”); provided that the Call Option shall not cause a breach of any provision of 2(d) herein. The Company’s right be subject to the Ownership Cap and the Company shall only be entitled to call the Warrants under warrant up to the Ownership Cap. Notwithstanding any such notice by the Issuer, the Holder shall have the right to exercise all, or any portion, of this Warrant prior to the end of the Notice Period. The Company shall have the right, but not the obligation, to exercise the Call Option at any time, and from time to time in accordance with this Section 2(f15, but in no event shall the Company call this Warrant more than once in any thirty (30) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsTrading Day period.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f2(g), if, after the 90th calendar day following the Effective 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 $7.13 3.04 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 100,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following 12 month anniversary of the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date12 month anniversary of the date of the Purchase Agreement) exceeds $7.13 8.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the minimum average daily volume for such Measurement Period exceeds 200,000 100,000 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 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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 not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) 15 and this Section 2(f)16, if, after the 90th calendar day following third anniversary of the Effective Closing Date, (i) the VWAP weighted average price for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 10.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 2 Trading Day Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a an Exercise Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Exercise Notices 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 shall be void), unless, from the beginning of the 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 SharesShares 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 the Trading an Eligible Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v4) the issuance of the shares shall not cause a breach of any provision of 2(d) Section 15 herein. The Company’s right to call the Warrants under this Section 2(f) 16 shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f2(g), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 15 consecutive Trading Days (the “Measurement Period,” which 10 15 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds is at or above $7.13 2.10 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 $375,000 of 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 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 1 three Trading Day Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f)If, if, at any time after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 300% of the Exercise Price (not including a temporary reduction at the Company’s election unless approved by the Holder), of the Exercise Price in effect for each of 10 twenty (20) consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date”), ; (ii) the average daily volume for such 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 200,000 $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 per Trading Day issuable upon exercise of this Warrant and such registration statement has been effective for six (subject to adjustment for forward and reverse stock splits6) months, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iiiiv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the CompanyCompany 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 1 Trading Day of the end of such Measurement Period, may call for cancellation of all or any that portion of this Warrant for which a an Exercise Notice of Exercise has not yet been delivered as of the date of the Call Notice (such right, a “Call”as defined below) for consideration equal to $.10 0.001 per underlying Warrant ShareShare up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. To exercise this right, the The Company must shall deliver to the Holder an irrevocable a written notice (a “Call Notice”), indicating therein ) of any call for cancellation of the portion Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of unexercised portion of this Warrant to which such notice appliesthe Measurement Period. If On the conditions set forth below for such Call are satisfied from the period from twentieth (20th) Trading Day after the date of the Call Notice through and including (the “Call Date (as defined belowDate”), 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 fifth Trading Day after the date the Call Notice is received by the Holder (such date and timeCity, 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 which calls less than must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants shall first reduce to zero held by all such Holders on the number date of Warrant Shares subject to such the Call Notice prior without giving effect to reducing the remaining Warrant Shares available for purchase under this Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant. For example, if (x) this Warrant then permits ” issued pursuant to the Holder to acquire 100 Warrant Shares, (y) Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice pertains may be given to 75 Warrant Shares, and (z) prior a “Warrant” having a higher Exercise Price. A Call Notice with respect to 6:30 p.m. (New York City time) on any “Warrants” issued pursuant to the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then Purchase Agreement may not be given more frequently than one (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, time each thirty (230) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with 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, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsDays.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, at any time after 12 months from the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 9.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $1,000,000 per Trading Day (subject to adjustment for forward and reverse stock splitsDay, 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject Unless and to the provisions of extent Holder is prohibited from exercising under Section 2(d) and this Section 2(f3(c), ifnotwithstanding any other provision contained herein to the contrary, in the event that the closing bid price of a share of Common Stock as traded on the American Stock Exchange, Inc. (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $2.60 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the 90th calendar date hereof) for twenty (20) consecutive trading days commencing after the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective, the Company, upon thirty (30) days prior written notice (the “Notice Period”) given to the Holder within one business day immediately following the Effective Dateend of such twenty (20) trading day period, may call this Warrant, in whole or in part, at a redemption price equal to $0.65 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) all of Warrant Shares issuable upon the VWAP exercise of this Warrant either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which has not been suspended and for each which no stop order is in effect, and pursuant to which the Holder is able to sell such shares of 10 consecutive Trading Days Common Stock at all times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), Registration Rights Agreement): (ii) the average daily volume for such Measurement Period exceeds 200,000 number of shares of Common Stock per Trading Day issuable upon the exercise of Warrants included in such notice of redemption does not exceed the cumulative trading volume of the Common Stock on any stock exchange or market on which the Common Stock may then be traded for the thirty (subject 30) consecutive trading days prior to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after first day of the Initial Exercise Date) and Notice Period; (iii) the Holder Company has not issued a warrant redemption notice on any other series of warrants within 60 days of the first day of the Notice Period; and (iv) the first day of such Notice Period is not in possession within 365 days of the Closing Date or within 90 days of the Termination Date. In the event that less than all of the Company Warrants (as defined below) are called pursuant to this Section 14, any information that constitutes, or might constitute, material non-public information which was provided call of less than all the Company Warrants shall be on a pro rata basis for each holder of Company Warrants. Notwithstanding any such notice by the Company, then the Company may, within 1 Trading Day of Holder shall have the right to exercise this Warrant prior to the end of such Measurement the Notice Period, call for cancellation . The term “Company Warrants” means a series of all or any portion Warrants of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying Warrant Share. To exercise this right, like tenor issued by the Company must deliver pursuant 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 fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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 not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsPurchase Agreement.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 0.10 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar trading volume for such Measurement Period exceeds 200,000 shares of Common Stock $250,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 9.4335 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000 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 1 one Trading Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares by the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after thirteen (13) months from the 90th calendar day following the Effective 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 Datethirteen (13) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like months after the Initial Exercise Date)) exceeds the higher of 300% of the initial Exercise Price and 400% of the then Exercise Price, (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $1,000,000 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 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 CompanyCompany or any of its officers, directors, employees, agents or Affiliates, then the Company maymay in its sole discretion, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth Trading Day thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f) shall be exercised ratably among ), if it concurrently exercises its right with respect to all of the Holders based on each Holder’s initial purchase of Warrantsthen issued and outstanding Warrants issued pursuant to the Underwriting Agreement.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f2(c), if, after the 90th calendar day no earlier than [60 Trading Days following the Effective date on which the shares of Common Stock issued or issuable upon conversion of the Notes are registered for resale pursuant to an effective registration statement)]3[60 Trading Days following the most recent exercise or cancellation of an Incremental Warrant]4 (each, a “Funding Date”), (i) the VWAP of the Common Stock (as defined in the Note) for each of 10 consecutive 20 Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective applicable Funding Date) exceeds is greater than $7.13 0.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Issuance Date), (ii) the average daily product of (x) the VWAP of the Common Stock and (y) the trading volume of the Common Stock on the Principal Market (as defined in the Note) for such Measurement Period exceeds 200,000 shares of Common Stock $225,000 per Trading Day (subject to adjustment for forward and reverse stock splitsDay, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder aggregate principal value of the outstanding Notes (including the Notes issued on the Closing Date (as defined in the Purchase Agreement)) is less than or equal to $2,500,000, (iv) the Incremental Conversion Shares (as defined in the Purchase Agreement) are registered for resale pursuant to an effective registration statement and (v) there has not been an Equity Conditions Failure (as defined in possession of any information that constitutes, or might constitute, material non-public information which was provided by the CompanyNote), then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Incremental Warrant for which a an Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying Warrant Sharethe face value of the Note(s) issuable upon exercise or cancellation of this Incremental Warrant. 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 Incremental 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 Incremental Warrant subject to such Call Notice for which a an 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Incremental 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 Notice of Exercise with respect to Warrant Shares Notes 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 Incremental Warrants shall first reduce to zero the number of Warrant Shares Notes subject to such Call Notice prior to reducing the remaining Warrant Shares Notes available for purchase under this Incremental 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(c)(iv), the Company may deliver subsequent Call Notices for any portion of this Incremental Warrant for which the Holder shall not have delivered a an Notice of Exercise. Notwithstanding anything to the contrary set forth in this Incremental Warrant, the Company may not deliver a Call Notice or require the cancellation of this Incremental Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms of this Incremental Warrant all Notices Notice of Exercise Exercises 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 Incremental Conversion Shares (as defined in the Purchase Agreement) 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 Incremental Conversion Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Principal Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities (as defined in the Purchase Agreement) under the Transaction Documents, and (v5) the issuance of the shares all Notes subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(c) herein. The Company’s right to call the Incremental Warrants under this Section 2(f2(c)(iv) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Incremental Warrants. Notwithstanding the foregoing, in the event the Holder waives an Equity Conditions Failure, the Conversion Price (as defined in the Note) applicable to the Note(s) issuable upon exercise or cancellation of this Incremental Warrant shall be the lower of lower of (i) 115% of Closing Sale Price (as defined in the Note) on the Trading Day prior to the Funding Date of such Note(s) and (ii) the lowest Conversion Price in effect of any Other Notes or Incremental Notes (each as defined in the Note). 3 Include for the first Incremental Warrant. 4 Include for each other Incremental Warrant.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock per Trading Day _____2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iiiii) 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth Trading Day thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 2 250% of the then Exercise Price.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following later of the Effective DateDate and seven months from issuance of this Warrant, (i) the VWAP for each of 10 20 consecutive Trading Days (the “"Measurement Period,” ", which 10 consecutive 20 Trading Day period shall not have commenced until after the later of the seven months anniversary and the Effective Date) exceeds $7.13 200% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), ) (the "Threshold Price") and (ii) the average daily volume for such Measurement any Threshold Period, which Threshold Period shall have commenced only after the later of the seven months anniversary and the Effective Date, exceeds 200,000 100,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company), then the Company may, within 1 three Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”) for consideration equal to $.10 per underlying 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 all of the conditions set forth below in this Section 2(f) (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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, 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, together with payment of the Exercise Price. 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, together with payment of the Exercise Price, 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(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (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 together with the payment of the Exercise Price, (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 be in accordance with Section 2(d) herein. The Company’s 's right to call Call the Warrants under this Section 2(f) Warrant shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of WarrantsCommon Stock.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f2(c), if, after the 90th calendar day following the Effective Date, (i) the VWAP average closing bid price for each of 10 consecutive Trading Days trading days (the “"Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date") exceeds $7.13 0.60 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day 30 trading days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”") for consideration equal to $.10 .01 per underlying 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 fifth Trading Day trading day after the date the Call Notice is received by the Holder (such date and time, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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(f2(c), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (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 (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 (iv2) 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) hereinWarrant Shares. The Company’s 's right to call the Warrants under this Section 2(f2(c) shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following that date which is 180 days from the Effective 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 that date which is 180 days from the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock per Trading Day ___[2] (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iiiii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the CompanyCompany any, or any of their officers, directors, employees, agents or Affiliates, then the Company maymay on a one time basis, within 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying Warrant Share. To exercise this one-time 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 fifth tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 Securities Act registration statement shall be effective as to all Warrant Shares and the prospectus thereunder shall be available for use by the Holder for the resale of all such Warrant Shares, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares Warrant Shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s one-time right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following Effective Date and the Effective Initial Exercise Date, (i) the VWAP for each of 10 twenty (20) consecutive Trading Days (the “Measurement Period,” which 10 twenty (20) consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 3.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Datedate hereof), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion up to 40,000 2 of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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 not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 2 50% of the Warrant Shares represented by this Warrant.

Call Provision. 2 Subject to the provisions of Section 2(d) and this Section 2(f), if, if after the 90th calendar day following the Effective Date, (i) 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 Date) exceeds $7.13 1.10 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like 2 This Section 2(f) applies only to the Series F Warrant. after the Initial Exercise Date), ) (iithe “Threshold Price”) and the average daily trading volume for such the Common Stock on the principal Trading Market during the Measurement Period exceeds 200,000 60,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends splits and the like after like) (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“Threshold Volume”), then the Company may, within 1 one Trading Day of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying 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 above 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 fifth 30th Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall will be void), unless, from the beginning of the Measurement Period 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price and Threshold Volume 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 right to call Call the Warrants under this Section 2(f) Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsCommon Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ____2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000 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 1 Trading Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 2 300% of the then Exercise Price. Date will be cancelled at 6:30 p.m. (New York City time) on the fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following effective date of the Registration Statement on Form S-1 (Registration No. 333-190476) (the “Effective Date”), (i) the VWAP Fair Market Price for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 ______1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Issue Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 three (3) Trading Day Days of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .0001 per underlying Warrant ShareWarrant. 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 for the issuance of all Warrant Shares and to the prospectus thereunder available for use by the Holder for the resale of all such Warrant SharesHolder, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv3) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities shares under the Transaction DocumentsA Warrants and the B Warrants, and (v4) the issuance of Common Stock shall be listed or quoted for trading on the shares shall not cause a breach of any provision of 2(d) hereinTrading Market. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 1 150% of the then Exercise Price.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following date that is the Effective 12 month anniversary of the Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 4.52 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), and (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder or Rule 144 shall be available for the immediate resale by any non-Affiliate holder who avails itself of cashless exercise, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (8.00, subject to adjustment for reverse and forward and reverse stock splits, recapitalizationsstock dividends, stock dividends combinations and other similar transactions of the like Common Stock that occur after the Initial Exercise Date)date of this Agreement, (ii) the average daily volume for such Measurement Period exceeds 200,000 100,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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 not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), ifIf, after the 90th calendar day following the Effective Datetwelve months from issuance of this Warrant, (i) the VWAP price determined by the 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 10 consecutive 20 Trading Day period shall not have commenced until after the Effective Datetwelve month anniversary from issuance of this Warrant) exceeds $7.13 200% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), ) (the “Threshold Price”) and (ii) the average daily volume for such Measurement any Threshold Period, which Threshold Period shall have commenced only after the twelve month anniversary of the issuance of this Warrant, exceeds 200,000 50,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) 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 1 three Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying 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 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, 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 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 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 such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with 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, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d1(e) and this Section 2(f1(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 the 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 6.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily trading volume for such each Trading Day during the Measurement Period exceeds 200,000 250,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 1(e) herein. The Company’s right to call the Warrants under this Section 2(f1(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Tading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $7.13 5.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily minimum volume for such Measurement Period exceeds 200,000 100,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then and (iv) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) then, the Company may, within 1 Trading Business Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth Trading 10th Business Day after the date the Call Notice is received by given to the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Business Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $7.13 6.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily minimum volume for such Measurement Period exceeds 200,000 15,000 shares of Common Stock per Trading Business Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) 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 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 1 Trading Business Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth Trading 10th Business Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 ______2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 50,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 2200% of the then Exercise Price.

Call Provision. Subject to the provisions of Section 2(d) and this Section --------------- 2(f), if, if after the 90th calendar day following the Effective Date, Date (i) the VWAP Closing Price 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 $7.13 (4.99 , subject to adjustment for reverse and forward and reverse stock splits, recapitalizationsstock dividends, stock dividends combinations and other similar transactions of the like Common Stock that occur after the Initial Exercise Date), date of the Purchase Agreement (the "Threshold Price") and (ii) the average daily trading volume of the Common Stock ---------------- on the Trading Market for such each Trading Day during the Measurement Period exceeds 200,000 shares of Common Stock per Trading Day (50,000 shares, subject to adjustment for reverse and forward and reverse stock splits, recapitalizationsstock dividends, stock dividends combinations and other similar transactions of the like Common Stock that occur after the Initial Exercise Date) and (iii) date of the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the CompanyPurchase Agreement, then the Company may, within 1 one Trading Day of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”) for consideration equal to $.10 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “"Call Date”"). Any ---------- unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall will be void), unless, from the beginning of the Measurement Period 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, 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 Warrants under this Section 2(f) Warrant shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of Warrants.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 90th calendar day following the Effective Date, (i) the VWAP for Closing Price on each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 2.89 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the First Initial Exercise Date) (the “Threshold Price”), (ii) the average daily trading volume for such Measurement Period exceeds 200,000 100,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the First 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 Companyinformation, then the Company may, within 1 one Trading Day of the end of such Measurement Period, call for cancellation of all or any portion up to 75% of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 First Termination Date or Second Termination Date, as applicable, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, 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 not cause a breach of any provision of 2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 the 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ____, which equals two times the Exercise price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily trading volume for such each Trading Day during the Measurement Period exceeds 200,000 250,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Date, Initial Exercise Date (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 [ ] (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar volume for such Measurement Period exceeds 200,000 shares of Common Stock $175,000 per Trading Day (subject to adjustment for forward and reverse stock splitsDay, 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 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 1 one Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is shall be a sufficient number of authorized shares of Common Stock for issuance of all Securities under Warrant Shares and all shares of Common Stock issuable upon conversion of the Transaction DocumentsCompany’s preferred stock issued pursuant to the Registration Statement, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ____3 (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 200,000 shares of Common Stock $600,000 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 3 250% of the then Exercise Price.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective 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 $7.13 10.35 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), and (ii) the average daily volume for such Measurement Period exceeds 200,000 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 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 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Call Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ____2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Call Measurement Period exceeds 200,000 shares of Common Stock $500,000 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 1 one (1) Trading Day of the end of such Call Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and 2 300% of the then Exercise Price. 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 shall be void), unless, from the beginning of the Call 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 3.95 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar volume for such Measurement Period exceeds 200,000 shares of Common Stock $100,000 per Trading Day (subject to adjustment for forward and reverse stock splitsDay, 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 and (iv) there is an effective registration statement and current prospectus thereunder to permit the resale of all of the Warrant Shares to the Holder, then the Company may, within 1 one Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f)) , if, after the 90th calendar day following one (1) year anniversary of the Effective 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 10 consecutive Trading Day period Measurement Period shall not have commenced until after the Effective one year anniversary of the Initial Exercise Date) exceeds $7.13 5.58 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily dollar volume for such Measurement Period exceeds 200,000 shares of Common Stock $250,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each 12 month anniversary of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Periodat any time thereafter, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”) for consideration equal to $.10 per underlying 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 fifth Trading Day calendar day after the date the Call Notice is received by the Holder (such date and timedate, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (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 be in accordance with Section 2(d) herein. The Company’s 's right to call Call the Warrants under this Section 2(f) Warrant shall be exercised ratably among the Holders based on each Holder’s 's initial purchase of WarrantsCommon Stock.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f)13, if, if after the 90th calendar day following Effective Date the Effective Date, volume weighted average price of the Common Stock as reported by Bloomberg Financial LP (i"VWAP") the VWAP for each of 10 fifteen consecutive Trading Days (the “"Measurement Period,” Price", which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 6.00 (subject to adjustment for forward and reverse any stock splits, recapitalizations, reverse stock dividends splits and the like similar capital events after the Initial Exercise Dateissuance date of this Warrant) (the "Threshold Price"), (ii) the average daily volume for such Measurement Period exceeds 200,000 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 that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 ten Trading Day of the end Days of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”) "); provided, however, that effective upon delivery of such notice of a Call, the Holder shall have the right to exercise this Warrant for consideration equal to $.10 per underlying all Warrant ShareShares notwithstanding the vesting schedule set forth in the first paragraph of this Warrant. 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 from and after the date of the Call Date Notice will be cancelled at 6:30 p.m. (New York City time) on the fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered from the time of delivery of the Call Notice through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice , including, without limitation, Notices of Exercise which otherwise could not be delivered following by the Holder because the time periods set forth in the preamble to this Warrant had not otherwise elapsed. For clarity, it is agreed that this entire Warrant may be exercised by the Holder upon receipt of 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 shall will be void), unless, from the beginning of the Measurement Period 15 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, 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 Principal 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 Warrants under this Section 2(f) Warrant shall be exercised ratably among the Holders Purchasers based on each Holder’s Purchaser's initial purchase of WarrantsCommon 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 90th calendar day following the Effective Date, Date (i) the VWAP Closing Price 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 Date) exceeds $7.13 200% of the then Exercise Price (subject to adjustment for forward as set forth herein) (the “Threshold Price”) and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splitssplit, recapitalizationsrequired pursuant to Section 4.16 of the Purchase Agreement, 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 Companyhas occurred, then the Company may, within 1 five Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (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 right to call Call the Warrants under this Section 2(f) Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsCommon Stock pursuant to the Purchase Agreement.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 12.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000 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 1 Trading Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d) and this Section 2(f2(e), if, on any date commencing thirty (30) days after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP closing sales price of the Common Stock for each any period of 10 seven (7) consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date”) exceeds $7.13 2.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Issue Date), ) and (ii) the average daily volume for such Measurement Period exceeds 200,000 100,000 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 that constitutes, or might constitute, material non-public information which was provided by the CompanyDay, then the Company may, within 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 .01 per underlying 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 fifth thirtieth (30th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 Warrant Shares shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (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(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (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 sale of all such Warrant SharesShares to the Holder (and the Company has no reason to believe that the use of such prospectus will be suspended or otherwise unavailable for a period of thirty (30) days from such Call Date), and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares Warrant Shares shall not cause a breach of any provision of Section 2(d) hereinherein and (6) the Company otherwise is in material compliance with each covenant of any Transaction Document. The Company’s right to call the Warrants under this Section 2(f2(e) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ____4 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000 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 1 Trading Day of the end of any such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 4 300% of the then Exercise Price.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Effective Initial Exercise Date) exceeds $7.13 ____2 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (ii) the average daily volume for such Measurement Period exceeds 200,000 shares of Common Stock $500,000 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 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i1) the Company shall have honored in accordance with the terms 2 300% of the then Exercise Price. 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 SharesShares to the Holder, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction DocumentsWarrant Shares, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. Subject to the provisions of Section 2(d2(e) and this Section 2(f), if, after the 90th calendar day following the Effective 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 $7.13 0.05 (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 200,000 shares of Common Stock $50,000 per Trading Day (subject to adjustment for forward and reverse stock splitsDay, 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, (iv) at least 15 days shall have elapsed since the date of the prior Call Date (as defined below), (v) Holder beneficially own less than 7,500,000 shares of Common Stock (including any shares underlying Pre-Paid Warrants (ignoring the beneficial ownership blockers thereunder), subject to adjustment for reverse and forward stock splits and the like, and (vi) the Company has not received a “skull and crossbones” designation from OTC markets, then the Company may, within 1 one (1) Trading Day of the end of such Measurement Period, call for cancellation of all up to 7,500,000 Warrant Shares per Call Notice (as defined below), and no more than 37,500,000 Warrant Shares in the aggregate, both subject to adjustment for reverse and forward stock splits and the like, or any portion of this Warrant thereof for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $.10 0.001 per underlying 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 fifth 5th Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise 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 shall be void), unless, from the beginning of the 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, and (iii3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v5) the issuance of the shares all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of 2(dSection 2(e) herein. The Company’s right to call the Warrants under this Section 2(f2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of 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 Holder.