Common use of Call Provision Clause in Contracts

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

Call Provision. If, at any time commencing four (4) months after the Initial Exercise DateEffective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice$2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation[reserved], and (vi) an no Event of Default (as defined in the NoteNote issued pursuant to the Purchase Agreement) nor which has not been timely cured or an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 0.001 per Warrant ShareShare up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the fifteenth twentieth (15th20th) trading day Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a A Call Notice, Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Holder may pay for ten percent (10%) of Purchase Agreement having the lowest Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to of such “Warrants” before a Call Notice by cancelling may be given to a portion of the debt owed on the Note equal “Warrant” having a higher Exercise Price. A Call Notice with respect to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant any “Warrants” issued pursuant to a Call Notice, the price of the Company’s Common Stock on the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceDays.

Call Provision. IfSubject to the provisions of Section 2(e), at any time Section 2(f) and this Section 2(g), if, after the Initial Exercise Effective Date, (i) the VWAP for each of the Common Stock on the principal 20 Trading Market as reported by Bloomberg L.P. exceeds 140% Days out of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $15.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, and (viiii) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingEquity Conditions are then satisfied, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.01 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Holder, or Rule 144 shall be available without time, volume or manner of Warrants issued pursuant to sale limitations, for the Purchase Agreement in proportion to the amount resale of Warrants held by all such Holders Warrant Shares, (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Call Notice without giving effect to Transaction Documents, and (5) the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(e) or Section 2(f) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(g) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market of the Common Stock as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement PeriodDate”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iviii) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (viv) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (viv) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share). The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement PeriodDate. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York)) for consideration equal to $0.001 per Warrant Share. In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the (i) that during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the principal Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price, and (ii) that on the applicable Warrant Share Delivery Date related to an exercise in respect of a Call Notice, the one day VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. on the immediately preceding Trading Day does not exceed 140% of the Exercise Price, then the Company shall issue on such Warrant Share Delivery Date additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased shall equal 140% of the Exercise Price. “Trading Market” means the OTCQB.

Call Provision. If, at any time after the Initial Exercise Date, If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price any provision of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceSection 2(e) herein.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $3.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of average daily volume for each day in such Measurement Period exceeds 500,000 shares traded per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the shares of like after the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5Initial Exercise Date) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(e) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time if, after the Initial Exercise 90th calendar day following the Effective Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $7.13 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days average daily volume for such Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 200,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 .10 per underlying Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price x) this Warrant then permits the “Reset Price”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), then 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 issue additional 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 so that for issuance of all Securities under the per share purchase price Transaction Documents, and (v) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(d)(i) and this Section 2(f), at any time if (A) commencing on the six (6) month anniversary of the Initial Exercise Date, the VWAP of the Common Stock for each of 10 consecutive Trading Days (such 10 consecutive Trading Day period, the “Measurement Period”) equals or exceeds $2.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), then the Company may, within three (i3) Trading Days of the end of such Measurement Period, call for the cancellation of up to 50% of the Warrant Shares for which a Notice of Exercise has not yet been delivered to the Company (such right, a “Call”) for consideration equal to $.001 per Warrant Share, and (B) commencing on the twelve (12) month anniversary of the Initial Exercise Date, the VWAP of the Common Stock on 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 principal Trading Market as reported by Bloomberg L.P. exceeds 140% of like after the Initial Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”Date); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may may, within three (3) Trading Days of the end of such Measurement Period, call for the cancellation of that portion up to all of this the remaining Warrant Shares for which an a Notice of Exercise Notice has not yet been delivered as of to the date of the Call Notice Company (as defined belowsuch right, also a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such Call Notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Company by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all the Warrant Shares shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given to void), unless (a) from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all other holders Notices of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held Exercise delivered by all such Holders 6:30 p.m. (New York City time) on the date of Call Date, (ii) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock shall be listed or quoted for trading on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice and (such lower price the “Reset Price”), then the Company shall issue additional iii) there is a sufficient number of authorized shares of Common Stock so that the per share purchase price for issuance of all Warrant Shares, (b) if the Warrant Shares purchased pursuant 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 Call Notice lock-up agreement, and (c) 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 Holder shall equal not cause a breach of Section 2(d)(i) herein, provided that, solely for purpose of this clause (c) of this Section 2(f), the Reset PriceBeneficial Ownership Limitation shall be deemed to be 9.99%.

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140150% of the Exercise Price in effect for ten twenty (1020) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) a portion of the number of shares being called will not result in the Holder exceeding the Beneficial Ownership LimitationNote principal is still outstanding, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised would result in a purchase price in excess of two times the amount owed on the Note. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 20 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the The Holder may pay for ten percent (10%) of one the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

Call Provision. IfSubject to the provisions of Section 2.5 and this Section 2.6, at any time if, after the Initial Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 5 consecutive Trading Days (the “Measurement Period”); ,” which 5 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $5.85 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the execution of the Securities Purchase Agreement) and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.0001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2.6, the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2.5 herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2.6 shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. IfSubject to the provisions of Section 3.4 and this Section 3.5, at any time if, after the Initial Exercise Datedate of issuance, (i) the VWAP for each of 20 consecutive trading days (the Common Stock on “Measurement Period,” which 20 consecutive trading day period shall not have commenced until after the principal Trading Market as reported by Bloomberg L.P. date of issuance) exceeds 140300% of the Exercise Price in effect (subject to adjustment for ten (10) consecutive Trading Days (forward and reverse stock splits, recapitalizations, stock dividends and the “Measurement Period”like after the date of issuance); , (ii) the aggregate value of the shares of the Company’s common stock traded daily dollar volume on its principal Trading Market as reported by Bloomberg, L.P. each trading day during the previous five (5) Measurement Period exceeds $300,000 per trading Days exceeds two day, and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Registered Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within one trading day of the end of such Measurement Period, call for cancellation of that all or any portion of this such Warrant for which an Exercise Notice exercise notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Registered Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of such Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this such Warrant subject to such Call Notice for which an Exercise Notice exercise notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth trading day after the date the Call Notice is received by the Registered Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of such Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices exercise notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any exercise notice delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under such Warrant. For example, if (A) a Warrant then permits the Registered Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Registered Holder tenders an exercise notice in respect of 50 Warrant Shares, then (x) on the Call Date the right under such Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under such Warrant, will have issued and delivered to the Registered Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Registered Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before may, until the Expiration Date, nor more often than one time each 10 Trading Daysexercise such Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the Holder provisions of this Section 3.5, the Company may deliver subsequent Call Notices for any portion of such Warrant for which the Registered Holder shall not have delivered an exercise notice. Notwithstanding anything to the contrary set forth in such Warrant, the Company may not deliver a Call Notice must or require the cancellation of such Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant Agreement all exercise notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Registered Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares under such Warrant, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 3.4 herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 3.5 shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Registered Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. IfNotwithstanding any other provision contained herein to the contrary, at in the event that the closing bid price of a share of Common Stock as traded on the American Stock Exchange, Inc. (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $2.64 (appropriately adjusted for any time after the Initial Exercise Datestock split, (i) the VWAP reverse stock split, stock dividend or other reclassification or combination of the Common Stock on occurring after the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect date hereof) for ten twenty (1020) consecutive Trading Days 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 “Measurement Notice Period”)) given to the Holder within one business day immediately following the end of such twenty (20) trading day period, may call this Warrant, in whole or in part, at a redemption price equal to $1.47 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) all of Warrant Shares issuable upon the exercise of this Warrant either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which has not been suspended and for which no stop order is in effect, and pursuant to which the Holder is able to sell such shares of Common Stock at all times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement): (ii) the aggregate value number of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon the exercise of this Warrant, Warrants included in such notice of redemption does not exceed the cumulative trading volume of the Common Stock on any stock exchange or market on which the Common Stock may then be traded for the thirty (30) consecutive trading days prior to the first day of the Notice Period; (iii) the Company has not issued a warrant redemption notice on any other series of warrants within 60 days of the first day of the Notice Period; and (iv) the Holder first day of such Notice Period is not in possession within 365 days of any information provided by the First Closing Date or within 90 days of the Termination Date. In the event that less than all of the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice Warrants (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants are called pursuant to this Section 2(f) within three (3) Trading Days following 14, any call of less than all the last day Company Warrants shall be on a pro rata basis for each holder of Company Warrants. Notwithstanding any such notice by the Company, the Holder shall have the right to exercise this Warrant prior to the end of the Measurement Notice Period. On the fifteenth (15th) trading day after the date The term “Company Warrants” means a series of the Call Notice (the “Call Date”), the portion Warrants of this Warrant for which an Exercise Notice shall not have been received like tenor issued by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount and initially covering an aggregate of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional 4,991,434 shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceStock.

Call Provision. IfSubject to the provisions of this Section 2(f), at any time if after the Initial Exercise Date12 month anniversary of the date of the Purchase Agreement, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); "MEASUREMENT PERIOD", which period shall not have commenced until after the Effective Date) exceeds $4.00 (the "THRESHOLD PRICE") and (ii) the aggregate value of average daily trading volume for the Threshold Period exceeds 100,000 shares of (both adjusted for any stock splits, reverse splits and the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during like occurring after the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingInitial Exercise Date), then the Company may may, within two Trading Days of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as (such right, a "CALL"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "CALL NOTICE"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe "CALL DATE"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 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 Warrants portion of this Warrant for which if exercised pursuant the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A contrary set forth in this Warrant, the Company may not deliver a Call Notice may not or require the cancellation of this Warrant (and any Call Notice will be given later than sixty (60) days before void), unless, from the Expiration beginning of the 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of this Warrant, a all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call Notice must the Warrant shall be given to all other holders exercised ratably among the Holders based on each Holder's initial purchase of Warrants issued Common Stock pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceAgreement.

Call Provision. IfSubject to the provisions of Section 2(d) or Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Effective Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $5.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $100,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per .001per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Cali Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice ls received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any Warrants portion of this Warrant for which if exercised pursuant the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A contrary set forth in this Warrant, the Company may not deliver a Call Notice may not or require the cancellation of this Warrant (and any such Call Notice shall be given later than sixty (60) days before void), unless, from the Expiration beginning of the Measurement Period through the Call Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Call Notice without giving effect to Transaction Documents, and (5) the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(d) or Section 2(e) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “"Measurement Period”"); (ii) the aggregate value of the shares of the Company’s 's common stock traded on its principal Trading Market trading market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there Rule 144 is an effective registration statement under available for the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this WarrantWarrant Shares, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 0.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “"Call Notice”") of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “"Call Date”"), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s 's Common Stock on the Trading Market trading market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “"Reset Price”"), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time if, after the Initial Exercise Effective Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Business Days (the “Measurement Period”,” which 20 consecutive Business Day period shall not have commenced until after the Effective Date) exceeds $5.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days average daily minimum volume for such Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 75,000 shares of Common Stock issuable upon exercise of this Warrantper Business Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership LimitationCompany, and (viiv) there is an Event effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of Default the shares issuable pursuant to the Transaction Documents (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then and the Company may believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) then, the Company may, within 1 Business Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the 20th Business Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share purchase price Transaction Documents, and (5) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(e), at any time Section 2(f) and this Section 2(g), if, after the Initial Exercise Effective Date, (i) the VWAP for each of the Common Stock on the principal 20 Trading Market as reported by Bloomberg L.P. exceeds 140% Days out of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $3.096 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, and (viiii) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingEquity Conditions are then satisfied, then the Company may may, within one Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.01 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before may, until the Expiration Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Holder, or Rule 144 shall be available without time, volume or manner of Warrants issued pursuant to sale limitations, for the Purchase Agreement in proportion to the amount resale of Warrants held by all such Holders Warrant Shares, (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Call Notice without giving effect to Transaction Documents, and (5) the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(e) or Section 2(f) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(g) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) any 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $[ ] (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $500,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within 1 Trading Day of the end of any such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(e) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time if, after the Initial Exercise Effective Date, (i) the VWAP Closing Price for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); (ii, which 20 Trading Day period shall not have commenced until after the Effective Date) the aggregate value exceeds 250% of the shares of then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during like after the previous five Initial Exercise Date) (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending“Threshold Price”), then the Company may may, within one Trading Day of the end of such period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the 30th Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price x) this Warrant then permits the “Reset Price”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), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share purchase price Transaction Documents, and (v) the issuance of the shares shall be in accordance with Section 2(d) herein. The Company’s right to Call the Warrant Shares purchased pursuant to such Call Notice shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Common Stock.

Call Provision. IfSubject to the provisions of this Section 2(e), at any time after the Initial Exercise Date, if (i) the VWAP Weighted Average Closing Price for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two one and a one-half (2.51.5) times the amount of shares being cancelled by Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the relevant Call Notice, like after the original Issue Date) and (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (ivii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 3 Trading Days of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ); indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityLos Angeles time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkLos Angeles time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (Los Angeles time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(e), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (Los Angeles time) on the Call Date, and (2) the Common Stock shall be listed or quoted for trading on the Trading Market, and (3) there is a sufficient number of authorized shares of Common Stock so that for issuance of all securities under the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceTransaction Documents.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(g), at any time if, after the Initial Exercise Effective Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $3.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of average daily volume for such Measurement Period exceeds 100,000 shares per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the shares of like after the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5Initial Exercise Date) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(g), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share purchase price Transaction Documents, and (5) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(g) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(e), at any time and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect average closing sale price for ten (10) consecutive 30 Trading Days (the “Measurement Period,”) exceeds 500% of the Exercise Price (subject to adjustment pursuant to Section 3(a); ), (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $100,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is has not in been provided with any possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 1.285 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (2) the Warrant Shares shall be eligible for legend removal pursuant to Rule 144, and there shall be no Public Information Failure (3) the Common Stock shall be listed or quoted for trading on the Principal Market, and (4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share Transaction Documents. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____ (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $__________ per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Company’s registration statement (file #333-208638) shall be effective as to all Warrant Shares and the prospectus thereunder available for the issuance to the Holder of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Warrant Shares, and (5) the per share purchase price issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. IfIn the event that both of the following conditions are met (the “Call Conditions”), at any time after the Initial Exercise Date, Company may “call” this Warrant requiring the Holder purchase all or a portion of the Warrant Shares pursuant to the provisions of this Paragraph: (i) the VWAP closing price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% for each of the Exercise Price in effect for ten (10) consecutive Trading Days business days, equals or exceeds three (3) times the “Measurement Period”Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of issuance of this Warrant); , and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is Warrant Shares are subject to an effective registration statement under (“Registration Statement”) filed with the Securities Act of 1933& Exchange Commission. If the Call Conditions are satisfied concurrently, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic informationmay, within thirty (v30) the number calendar days of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationsuch day, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that all or any portion of this the remaining Warrant Shares for which an a Notice of Exercise Notice Form has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall must deliver to the registered Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), indicating therein the unexercised portion of this Warrant to which such notice applies. In the event a Notice of Exercise Form for which an Exercise any portion of this Warrant subject to such Call Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. Company within thirty (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York30) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) calendar days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on after the date of the Call Notice Notice, then such portion shall be forfeited in its entirety without giving effect payment or consideration to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Priceregistered Holder.

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140200% of the Exercise Price in effect for ten thirty (1030) consecutive Trading Days (the “Measurement Period”); ): (ii) the aggregate value of daily trading volume for the shares of Common Stock multiplied by the Company’s common stock traded VWAP on its such principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice3500,000 for each such Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, or the Warrant Shares subject to the Call Notice will immediately upon exercise pursuant to Section 2(b) be salable pursuant to Rule 144 without further restrictions including volume and manner of sale restrictions (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, and (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 3.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) 12 within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 60 Trading Days. The company may not give more than three (3) Call Notices to the Holder. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

Call Provision. If, at any time after the Initial Exercise Date, If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than [ ]% of the Initial Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than [ ]% of the Initial Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily dollar volume for such Measurement Period exceeds $[ ] per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price any provision of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceSection 2(e) herein.

Call Provision. If, at any time commencing four (4) months after the Initial Exercise DateEffective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140200% of the Exercise Price in effect for ten five (105) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice$1,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation[reserved], and (vi) an no Event of Default (as defined in the NoteNote issued pursuant to the Purchase Agreement) nor which has not been timely cured or an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 0.001 per Warrant ShareShare up to 100%, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the fifteenth twentieth (15th20th) trading day Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a A Call Notice, Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Holder may pay for ten percent (10%) of Purchase Agreement having the lowest Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to of such “Warrants” before a Call Notice by cancelling may be given to a portion of the debt owed on the Note equal “Warrant” having a higher Exercise Price. A Call Notice with respect to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant any “Warrants” issued pursuant to a Call Notice, the price of the Company’s Common Stock on the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceDays.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time on or after the one year anniversary of the Initial Exercise Date, if (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% for each of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (during which the Registration Statement is effective and available(the “Measurement Period”) exceeds $13.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days average daily volume for such Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 250,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the “Reset Price”cashless exercise” of this Warrant (and any such Call Notice shall be void), then unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for the sale of all such Warrant Shares to the Holder (and the Company has no reason to believe that the use of such prospectus will be suspended or otherwise unavailable for a period of thirty (30) days from such Call Date), and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share purchase price Transaction Documents, and (5) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of Section 2(e) herein and (6) the Company otherwise is in compliance with each covenant of any Transaction Document. The Company’s right to such Call Notice call the Warrants under this Section 2(g) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. If, at any time after After the Initial Exercise Trigger Date (as defined herein) and until the Termination Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for Company may, within ten (10) consecutive Trading Days (after the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by BloombergTrigger Date, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies; provided, however, that in order to exercise such right the VWAP on the Trading Day immediately preceding the date the Company delivers the Call Notice to the Holders must exceed the Exercise Price. If the conditions set forth below for cancellation such Call are satisfied from the period from the date of the Warrants pursuant to Call Notice through and including the Call Date (as defined below), then this Section 2(fWarrant will be cancelled at 6:30 p.m. (New York City time) within three (3) on the tenth Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day Day after the date of the Call Notice (such date and time, the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not be given Notwithstanding anything to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from Trigger Date through the Call Date, (1) the Company honors in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (2) a registration statement is effective as to all other holders Warrant Shares and the prospectus thereunder available for the sale of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on Warrant Shares, (3) the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock shall be listed or quoted for trading on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice Market, and (such lower price the “Reset Price”), then the Company shall issue additional 4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Warrant Shares. The Company’s right to call the per share purchase price of Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Warrant Shares purchased pursuant to such Call Notice underlying each Holder’s Warrants. For the purposes of this section 2(f), the “Trigger Date” shall equal mean the Reset Pricedate that is thirty (30) days following the public announcement by the Company of the top-line results from the phase 1b clinical trial of LTI-03 in patients with idiopathic pulmonary fibrosis, including a statement that there were no drug-related adverse events that resulted in a discontinuation of the trial.

Call Provision. IfSubject to the provisions of this Section 2(c), at any time after if, no earlier than 10 Trading Days following the Initial Exercise 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 the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive 15 Trading Days (the “Measurement Period”,” which 15 consecutive Trading Day period shall not have commenced until after the applicable Funding Date) exceeds $0.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $350,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call NoticeDay, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale aggregate principal value of the shares of Common Stock issuable upon exercise of this Warrantoutstanding 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 Holder is not Incremental Conversion Shares (as defined in possession of any information provided by the Company that constitutes material nonpublic informationPurchase 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) the number of shares being called will there has not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) been an Event of Default Equity Conditions Failure (as defined in the Note) nor an event which with and (vi) the passage of time or Irrevocable Transfer Agent Instructions (as defined in the giving of notice could become an Event of Default Purchase Agreement is not pendingsufficient to reserve the Current Reserve Amount (as defined in the Purchase Agreement), then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Incremental Warrant for which an Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Sharethe Note(s) issuable upon exercise or cancellation of this Incremental Warrant. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) of any call for cancellation ), indicating therein the portion of the Warrants pursuant unexercised portion of this Incremental Warrant to this Section 2(f) within three (3) Trading Days following which such notice applies. If the last day of conditions set forth below for such Call are satisfied from the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Incremental Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Incremental Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notice of Exercise Notices with respect to Notes subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must which calls less than all of the Incremental Warrants shall first reduce to zero the number of Notes subject to such Call Notice prior to reducing the remaining Notes available for purchase under this Incremental Warrant. Subject again to the provisions of this Section 2(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 given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Incremental Warrant all Notice of Exercises delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all other holders of Warrants issued pursuant to Incremental Conversion Shares (as defined in the Purchase Agreement in proportion to Agreement) and the amount prospectus thereunder available for use by the Holder, or Rule 144 shall be available without time, volume or manner of Warrants held by sale limitations, for the resale of all such Holders Incremental Conversion Shares, (3) the Ordinary Shares shall be listed or quoted for trading on the date Principal Market, and (4) there is a sufficient number of authorized shares of Ordinary Shares for issuance of all Securities (as defined in the Call Notice without giving effect to Purchase Agreement) under the Beneficial Ownership Limitation. When exercising this Warrant as a result Transaction Documents, and (5) the issuance of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response all Notes subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(c) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Incremental Warrants under this Section 2(c)(iv) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceIncremental Warrants.

Call Provision. If, at any time after the Initial Exercise Date, If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 250% of the Initial Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 200% of the Initial Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(e) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____ (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $500,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(e) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. If, at any time after the Initial Exercise Date, If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ) exceeds 200% of the initial Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $1,000,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act holders of 1933Warrants issued pursuant to the Purchase Agreement, as amended covering including the resale of the shares of Common Stock issuable upon exercise of this WarrantHolder, (iv) the Holder is are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationor any of its officers, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationdirectors, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Purchase Agreement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not be given Notwithstanding anything to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price any provision of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceSection 2(e) herein.

Call Provision. IfSubject to the provisions of Section 2(f), at any time after following the ninety (90) day anniversary of Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration in cash equal to $.001 per Warrant Share8% of the aggregate Exercise Price of the Warrants subject to the Call (such amount, the “Call Consideration Amount”). The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies, and delivery of the Call Consideration Amount in cash to the Holder within one (1) Trading Day following delivery of Call Notice (such date, the “Payment Date”). If such payment is made, then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30) day following the Payment Date (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will the Company shall honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given to which calls less than all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect Warrants shall first reduce to zero the Beneficial Ownership Limitation. When exercising this Warrant as a result number of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall issue additional shares not have delivered a Notice of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceExercise.

Call Provision. IfSubject to the provisions of this Section 2(c), at any time after if, no earlier than 90 Trading Days following the Initial Exercise most recent exercise or cancellation of an Incremental Warrant (each, a “Funding Date”), (i) the VWAP of the Common Stock on (as defined in the principal Trading Market as reported by Bloomberg L.P. exceeds 140% Note) for each of the Exercise Price in effect for ten (10) consecutive 90 Trading Days (the “Measurement Period”,” which 90 consecutive Trading Day period shall not have commenced until after the applicable Funding Date) 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 issuance date of this Incremental Warrant); , (ii) the aggregate value trading volume of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) on the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default Principal Market (as defined in the Note) nor for such Measurement Period exceeds $2,000,000 per Trading Day, (iii) the Incremental Conversion Shares (as defined in the Purchase Agreement) are registered for resale pursuant to an event which with effective registration statement, (iv) there has not been an Equity Conditions Failure (as defined in the passage Note), (v) 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), (vi) the Stockholder Approval (as defined in the Purchase Agreement) has been obtained and (vii) the aggregate principal value of time the outstanding Notes (including the Notes issued on the Closing Date (as defined in the Purchase Agreement)) is less than or the giving of notice could become an Event of Default is not pendingequal to $1,000,000, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Incremental Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per the Note(s) and the Common Warrant Shareissuable upon exercise or cancellation of this Incremental Warrant. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Incremental Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Incremental Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Incremental Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notice of Exercise Notices with respect to Notes subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must which calls less than all of the Incremental Warrants shall first reduce to zero the number of Notes subject to such Call Notice prior to reducing the remaining Notes available for purchase under this Incremental Warrant. Subject again to the provisions of this Section 2(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 given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Incremental Warrant all Notice of Exercises delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all other holders of Warrants issued pursuant to Incremental Conversion Shares (as defined in the Purchase Agreement in proportion to Agreement) and the amount prospectus thereunder available for use by the Holder, or Rule 144 shall be available without time, volume or manner of Warrants held by sale limitations, for the resale of all such Holders Incremental Conversion Shares, (3) the Common Stock shall be listed or quoted for trading on the date Principal Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities (as defined in the Call Notice without giving effect to Purchase Agreement) under the Beneficial Ownership Limitation. When exercising this Warrant as a result Transaction Documents, and (5) the issuance of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response all Notes subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(c) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Incremental Warrants under this Section 2(c)(iv) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share each Holder’s initial purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.of

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise earlier of the effective date of the Registration Statement “Effective Date”), (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 200% of the then Exercise Price and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share purchase price Transaction Documents, and (5) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after thirteen (13) months from the Initial Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Initial Exercise Date) exceeds 300% of the then Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $1,000,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act holders of 1933Warrants issued pursuant to the Underwriting Agreement, as amended covering including the resale of the shares of Common Stock issuable upon exercise of this WarrantHolder, (iv) the Holder is are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may in its sole discretion, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Underwriting Agreement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice may not or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder Holder, and (3) the Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed all of the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of then issued and outstanding Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceUnderwriting Agreement.

Call Provision. If, at any time after the Initial Exercise Date, If (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”); ) exceeds 400% of the initial Exercise Price, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $1,000,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act holders of 1933Warrants issued pursuant to the Purchase Agreement, as amended covering including the resale of the shares of Common Stock issuable upon exercise of this WarrantHolder, (iv) the Holder is are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationor any of its officers, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationdirectors, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of that portion all, and only all, of the Warrants issued pursuant to the Purchase Agreement, including this Warrant Warrant, for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”) ), indicating therein the unexercised portion of any call this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not be given Notwithstanding anything to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Ordinary Shares shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized Ordinary Shares for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price any provision of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceSection 2(e) herein.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(e), at any time if, after the Initial Exercise Dateeffective date of a registration statement under the Securities Act providing for the resale of the Warrants, (i) the VWAP VWAP, as defined below, for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $0.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of average daily volume for such Measurement Period exceeds $50,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the shares of like after the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5Initial Exercise Date) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 5 Trading Days of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). In furtherance Any unexercised portion of this Warrant to which the foregoingCall Notice does not pertain will be unaffected by such Call Notice. Notwithstanding anything to the contrary set forth in this Warrant, the Company covenants may not deliver a Call Notice or require the cancellation of this Warrant (and agrees that it will honor any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise Notices that are tendered on or before 5:29 delivered by 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not , and (2) the Registration Statement shall be given effective as to all Warrant Shares and the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to prospectus thereunder available for use by the Holder for the resale of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on Warrant Shares, and (3) the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock shall be listed or quoted for trading on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice Market, and (such lower price the “Reset Price”), then the Company shall issue additional 4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share purchase price Transaction Documents, and (5) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(e) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share). The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may may, at its election, pay for ten up to fifty percent (1050%) of the Exercise Price for any warrants Warrant Shares purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the closing price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice for a period of three consecutive trading days (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

Call Provision. IfNotwithstanding any other provision contained in this Warrant to the contrary, at in the event that the closing bid price per share of Common Stock as traded on the Nasdaq Global Market or the Nasdaq Capital Market (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $11.26 (appropriately adjusted for any time stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Exercise Datedate 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 ten (10) days prior written notice (the "Notice Period") given to the Warrantholder within one Business Day immediately following the end of such twenty (20) trading day period, may demand that the Warrantholder exercise its cash exercise rights hereunder, and the Warrantholder must exercise its rights hereunder prior to the end of the Notice Period; provided that (i) the VWAP Company simultaneously gives a similar notice to all holders of the Common Stock on the principal Trading Market Company Warrants (as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”defined below); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, hereunder either (ivA) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) are registered pursuant to an Event of Default effective Registration Statement (as defined in the NoteRegistration Rights Agreement) nor an event which with the passage of time or the giving of notice could become an Event of Default is has not pending, then the Company may call for cancellation of that portion of this Warrant been suspended and for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”)no stop order is in effect, the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant the Warrantholder is able to sell such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that at all times during the per share purchase price Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement) and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby. If such exercise is not made or if only a partial exercise is made, any and all rights to further exercise the Warrant shall cease upon the expiration of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PricePeriod.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time if, after the Initial Exercise Effective Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $8.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days average daily volume for such Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 100,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price x) this Warrant then permits the “Reset Price”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), then 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 issue additional 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 so that for issuance of all Securities under the per share purchase price Transaction Documents, and (v) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. IfThe Company may, at in its sole discretion, redeem any time after or all of the Initial Exercise Dateoutstanding and unexercised Warrants upon giving thirty (30) days prior written notice to the Holder (the “Redemption Notice”) for $0.001 per Warrant; provided, however, no Redemption Notice may be delivered by the Company unless all of the following conditions have been satisfied: (i) The Common Stock shall be traded on a National Exchange; and (ii) the VWAP closing or last sale price of a share of Common Stock on the principal market or exchange on which the Common Stock is then traded is equal to or above $4.00 for 20 consecutive trading days and during such period the average daily trading volume of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. National Exchange on which the Common Stock is then traded exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”)100,000 shares; (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, and (iii) there is an effective the Company has filed a registration statement under the Securities Act of 1933Act, as amended covering the issuance and sale or the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided Shares and such registration statement has been declared effective by the Company that constitutes material nonpublic information, SEC and remains effective during the 20 consecutive trading day period referenced in (vii) above and through the number date of shares being called will not result in the redemption. The Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time may exercise all or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that a portion of this Warrant for which an Exercise Notice has not yet been delivered as of prior to the date of set forth in the Call Redemption Notice (as defined below) for consideration equal to $.001 per Warrant Sharethe redemption date. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time not call unexercised Warrants represented by this certificate if the call would result in New York City, New York) on the Call Date. A Call Notice may not be given to the this Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, and its affiliates having a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date beneficial common share ownership of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result Company in excess of a Call Notice, the Holder may pay for ten percent 9.9% (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amountnine point nine percent). In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to there is a Call Notice, the price call of the Companyunexercised Warrants represented by this certificate, and Company is barred from calling due to the fact that Holder’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice and its affiliates’ beneficial common share ownership would exceed 9.9% (such lower price the “Reset Price”nine point nine percent), then Holder shall have the Company shall issue additional shares of Common Stock so that right to extend the per share purchase price expiration date of the Warrant Shares purchased pursuant Warrants for one year, to such Call Notice shall equal the Reset PriceDecember 31, 2018.

Call Provision. IfNotwithstanding any other provision contained herein to the contrary, at in the event that the closing bid price of a share of Common Stock as traded on the Nasdaq (or such other exchange or stock market on which the Common Stock may then be listed or quoted) exceeds 200% of the Warrant Price (appropriately adjusted for any time after the Initial Exercise Datestock split, (i) the VWAP reverse stock split, stock dividend or other reclassification or combination of the Common Stock on occurring after the principal Trading Market as reported by Bloomberg L.P. exceeds 140% date hereof) for twenty (20) consecutive trading sessions and during such entire 20 trading sessions and for the 30 day period referenced below in this section all of the Exercise Price in effect for ten Warrant Shares either (10i) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is are registered pursuant to an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default Shelf Registration Statement (as defined in the NoteRegistration Rights Agreement) nor an which is available for sales of such Warrant Shares or (ii) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement), the Company, upon thirty (30) days prior written notice (the "Notice Period") following such twenty (20) day period, to the Warrantholder, may call this Warrant, in whole but not in part, at a redemption price equal to $0.01 per share of Common Stock then purchasable pursuant to this Warrant; provided, however, that the Company simultaneously redeems all Company Warrants (as defined in Section 19 below) on the same terms. Notwithstanding any such notice by the Company, the Warrantholder shall have the right to exercise this Warrant prior to the end of the Notice Period. Notwithstanding the foregoing or anything to the contrary contained herein, the Company and the Warrantholder agree that, if and to the extent Section 3(d) of this Warrant would restrict the ability of the Warrantholder to exercise this Warrant in full in the event which with the passage Company delivers a notice of time or the giving of notice could become an Event of Default is not pendingits election to call this Warrant under this Section, then notwithstanding anything to the Company may call for cancellation of that contrary set forth in such notice, such notice shall be deemed automatically amended to apply only to such portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must may be exercised by 5:30 p.m. (local time the Warrantholder by the expiration of the Notice Period in New York City, New Yorkaccordance with Section 3(d). In furtherance The Warrantholder will promptly (and in any event, prior to the expiration of the foregoing, Notice Period) notify the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which writing following receipt of a call notice under this Section if exercised pursuant to Section 2(a3(d) would cause such Holder to exceed restrict its exercise of the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders specifying therein the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Pricerestricted.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time after the Initial Exercise Date, if (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the 12 month anniversary of the date of the Purchase Agreement) exceeds $0.35 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Issuance Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days minimum average daily volume for such Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 100,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Issuance Date), (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership LimitationCompany, and (viiv) there is an Event effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of Default the shares issuable pursuant to the Transaction Documents (as defined and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the Noteforeseeable future) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price x) this Warrant then permits the “Reset Price”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), then 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 issue additional 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 so that for issuance of all Securities under the per share purchase price Transaction Documents, and (v) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(f), at any time after following the ninety (90) day anniversary of Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration in cash equal to $.001 per Warrant Share8% of the aggregate Exercise Price of the Warrants subject to the Call (such amount, the “Call Consideration Amount”). The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies, and delivery of the Call Consideration Amount in cash to the Holder within one (1) Trading Day following delivery of Call Notice (such date, the “Payment Date”). If such payment is made on the Payment Date, then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the thirtieth (30) day following the Payment Date (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will the Company shall honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given to which calls less than all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect Warrants shall first reduce to zero the Beneficial Ownership Limitation. When exercising this Warrant as a result number of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall issue additional shares not have delivered a Notice of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceExercise.

Call Provision. IfSubject to the provisions of this Section 5, at any time after if during the period commencing on the date that is twenty-four (24) months from the Initial Exercise DateDate and ending on the Termination Date (the “Redemption Period”), (i) the VWAP of closing price for the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect exceeds, for ten at least twenty (1020) consecutive Trading Days during a consecutive thirty (the 30) Trading Day period (each such period, a “Measurement Period”); (ii) , the aggregate value thirtieth consecutive Trading Day of which shall not fall on a date later than the last day of the shares Redemption Period), $6.30 subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Company’s common stock traded on its principal Trading Market Common Stock, then the Company may upon twenty (20) days prior written notice (the “Redemption Notice”), call for redemption (“Call”) of this Warrant solely with respect to Covered Shares (as reported by Bloomberg, L.P. during defined below) then outstanding; provided that such Redemption Notice is delivered to the previous Holder within five (5) trading Days exceeds two and business days after the end of the Measurement Period. If the conditions set forth herein for such Call are satisfied, then this Warrant (with respect to Covered Shares only) for which a half (2.5) times the amount Notice of shares being cancelled Exercise shall not have been received by the relevant Call NoticeRedemption Date (as defined below) will be cancelled at 6:00 p.m. (New York City time) on the twentieth day after the date the Redemption Notice is delivered to the Holder (such date, the “Redemption Date”). In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered prior to 6:00 p.m. (iiiNew York City time) there is on the Redemption Date. For the purposes hereof, “Covered Shares” means those Warrant Shares which, from the date of the delivery of the Redemption Notice through and including the Redemption Date, are covered by an effective registration statement under the Securities Act of 1933, as amended covering amended, providing for the resale of such Warrant Shares and the shares prospectus of Common Stock issuable upon exercise such registration statement is available for use by the Holder for the resale of such Warrant Shares. Notwithstanding anything to the contrary set forth in this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. cancelled (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it any Redemption Notice will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New Yorkbe void) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Pricewhich are not Covered Shares.

Call Provision. IfNotwithstanding any other provision contained in this Warrant to the contrary, in the event that the closing bid price per share of Common Stock as traded on the American Stock Exchange (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $6.50 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) for any 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 Warrantholder within one (1) business day immediately following the end of such twenty (20) trading day period, may call this Warrant, in whole but not in part, at any time after the Initial Exercise Date, a redemption price equal to $0.01 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) the VWAP of the Common Stock Company simultaneously calls all Company Warrants (as defined below) on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); same terms, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, hereunder either (ivA) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) are registered pursuant to an Event of Default effective Registration Statement (as defined in the NoteRegistration Rights Agreement) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant suspended and for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”)no stop order is in effect, the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant the Warrantholder is able to sell such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that at all times during the per share purchase price Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement) and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby. Notwithstanding any such notice by the Company, the Warrantholder shall have the right to exercise this Warrant prior to the end of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PricePeriod.

Call Provision. IfSubject to the provisions of this Section 2(c), at any time after if, no earlier than [60 Trading Days following the Initial Exercise 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 on (as defined in the principal Trading Market as reported by Bloomberg L.P. exceeds 140% Note) for each of the Exercise Price in effect for ten (10) consecutive 20 Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the applicable Funding Date) is greater than $0.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date); , (ii) the aggregate value product of (x) the VWAP of the shares Common Stock and (y) the trading volume of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) on the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default Principal Market (as defined in the Note) nor for such Measurement Period exceeds $225,000 per Trading Day, (iii) the 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 event which with effective registration statement and (v) there has not been an Equity Conditions Failure (as defined in the passage of time or the giving of notice could become an Event of Default is not pendingNote), then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Incremental Warrant for which an Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Sharethe face value of the Note(s) issuable upon exercise or cancellation of this Incremental Warrant. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Incremental Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Incremental Warrant subject to such Call Notice for which an Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Incremental Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notice of Exercise Notices with respect to Notes subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must which calls less than all of the Incremental Warrants shall first reduce to zero the number of Notes subject to such Call Notice prior to reducing the remaining Notes available for purchase under this Incremental Warrant. Subject again to the provisions of this Section 2(c)(iv), the Company may deliver subsequent Call Notices for any portion of this Incremental Warrant for which the Holder shall not have delivered 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 given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Incremental Warrant all Notice of Exercises delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all other holders of Warrants issued pursuant to Incremental Conversion Shares (as defined in the Purchase Agreement in proportion to Agreement) and the amount prospectus thereunder available for use by the Holder, or Rule 144 shall be available without time, volume or manner of Warrants held by sale limitations, for the resale of all such Holders Incremental Conversion Shares, (3) the Common Stock shall be listed or quoted for trading on the date Principal Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities (as defined in the Call Notice without giving effect to Purchase Agreement) under the Beneficial Ownership Limitation. When exercising this Warrant as a result Transaction Documents, and (5) the issuance of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response all Notes subject to a Call Notice by cancelling shall not cause a portion breach of any provision of Section 2(c) herein. The Company’s right to call the debt owed Incremental Warrants under this Section 2(c)(iv) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Incremental Warrants. Notwithstanding the Note equal to such amount. In foregoing, in the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Noticewaives an Equity Conditions Failure, the price Conversion Price (as defined in the Note) applicable to the Note(s) issuable upon exercise or cancellation of this Incremental Warrant shall be the Company’s Common Stock lower of lower of (i) 115% of Closing Sale Price (as defined in the Note) on the Trading Market falls below Day prior to the Exercise Funding Date of such Note(s) and (ii) the lowest Conversion Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice in effect of any Other Notes or Incremental Notes (such lower price each as defined in the “Reset Price”Note), then . 3 Include for the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Pricefirst Incremental Warrant. 4 Include for each other Incremental Warrant.

Call Provision. IfNotwithstanding any other provision contained in this Warrant to the contrary, if at any time after following August 23, 2008, the Initial Exercise Dateclosing bid price per share of Common Stock as traded on the Nasdaq (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $14.408 (appropriately adjusted for any stock split, (i) the VWAP reverse stock split, stock dividend or other reclassification or combination of the Common Stock on occurring after the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect date hereof) for ten twenty (1020) consecutive Trading Days (trading days commencing after the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default Registration Statement (as defined in the NotePurchase Agreement) nor an event which with has been declared effective, the passage of time or Company, upon thirty (30) days prior written notice (the giving of “Notice Period”) (and the written notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of will specify the date of the Call end of the Notice Period) given to the Warrantholder within one business day immediately following the end of such twenty (as defined below20) for consideration trading day period, may call this Warrant, in whole but not in part, at a redemption price equal to $.001 0.01 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) share of any call for cancellation of the Warrants Common Stock then purchasable pursuant to this Section 2(fWarrant; provided that (i) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor simultaneously calls all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Noticesame terms, the Holder may pay for ten percent (10%ii) all of the Exercise Price for any warrants purchased Shares either (A) are registered pursuant to an Exercise Notice submitted effective Registration Statement which is not suspended and for which no stop order is in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Noticeeffect, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price and pursuant to which the Warrantholder is able to sell such Exercise Shares at all times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the Purchase Agreement) and (iii) this Warrant is fully exercisable for the full amount of Exercise Shares were acquired pursuant covered hereby. Notwithstanding any such notice by the Company, the Warrantholder shall have the right to such Call Notice (such lower price exercise this Warrant prior to the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price end of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PricePeriod.

Call Provision. IfUnless and to the extent Holder is prohibited from exercising under Section 3(c), at notwithstanding any time after other provision contained herein to the Initial Exercise Datecontrary, in the event that the closing bid price of a share of Common Stock as traded on the American Stock Exchange, Inc. (ior such other exchange or stock market on which the Common Stock may then be listed or quoted) the VWAP 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 on occurring after the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect date hereof) for ten twenty (1020) consecutive Trading Days 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 “Measurement Notice Period”)) given to the Holder within one business day immediately following the end of such twenty (20) trading day period, may call this Warrant, in whole or in part, at a redemption price equal to $0.65 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) all of Warrant Shares issuable upon the exercise of this Warrant either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which has not been suspended and for which no stop order is in effect, and pursuant to which the Holder is able to sell such shares of Common Stock at all times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement): (ii) the aggregate value number of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon the exercise of this Warrant, Warrants included in such notice of redemption does not exceed the cumulative trading volume of the Common Stock on any stock exchange or market on which the Common Stock may then be traded for the thirty (30) consecutive trading days prior to the first day of the Notice Period; (iii) the Company has not issued a warrant redemption notice on any other series of warrants within 60 days of the first day of the Notice Period; and (iv) the Holder first day of such Notice Period is not in possession within 365 days of any information provided by the Closing Date or within 90 days of the Termination Date. In the event that less than all of the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice Warrants (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants are called pursuant to this Section 2(f) within three (3) Trading Days following 14, any call of less than all the last day Company Warrants shall be on a pro rata basis for each holder of Company Warrants. Notwithstanding any such notice by the Company, the Holder shall have the right to exercise this Warrant prior to the end of the Measurement Notice Period. On the fifteenth (15th) trading day after the date The term “Company Warrants” means a series of the Call Notice (the “Call Date”), the portion Warrants of this Warrant for which an Exercise Notice shall not have been received like tenor issued by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceAgreement.

Call Provision. If, at any time commencing four (4) months after the Initial Exercise DateEffective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice$2,500,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation[reserved], and (vi) an no Event of Default (as defined in the NoteNote issued pursuant to the Purchase Agreement) nor which has not been timely cured or an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 0.001 per Warrant ShareShare up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless H▇▇▇▇▇ acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the fifteenth twentieth (15th20th) trading day Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a A Call Notice, Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Holder may pay for ten percent (10%) of Purchase Agreement having the lowest Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to of such “Warrants” before a Call Notice by cancelling may be given to a portion of the debt owed on the Note equal “Warrant” having a higher Exercise Price. A Call Notice with respect to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant any “Warrants” issued pursuant to a Call Notice, the price of the Company’s Common Stock on the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceDays.

Call Provision. IfSubject to the provisions of Section 2(f), at any time after following the ninety (90) day anniversary of Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration in cash equal to $.001 per Warrant Share8% of the aggregate Exercise Price of the Warrants subject to the Call (such amount, the “Call Consideration Amount”). The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies, and delivery of the Call Consideration Amount in cash to the Holder within one (1) Trading Day following delivery of Call Notice (such date, the “Payment Date”). If such payment is made, then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth (10th) day following the Payment Date (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will the Company shall honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A , provided that the Holder shall return any Call Notice may not be given Consideration Amount to the Holder Company upon delivery of any Notice of Exercise with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant Shares subject to a Call Notice, the price . The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Company’s Common Stock on Warrants shall first reduce to zero the Trading Market falls below the Exercise Price pursuant to which number of Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall issue additional shares not have delivered a Notice of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceExercise.

Call Provision. IfThe Company may, at on any time Trading Day after the Initial Exercise DateDecember 31, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg2020, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are and remain satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New York) City time on the Call Date. A The parties agree that any Exercise Notice delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. New York City time on the Call Date the Holder tenders an Exercise Notice in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before may, until the Expiration Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 15(i), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder of shall not have delivered an Exercise Notice. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given to void), unless all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to following conditions are and remain satisfied from the amount of Warrants held by all such Holders on period from the date of the Call Notice without giving effect through and including the Call Date: (1) the Company shall have honored in accordance with the terms of this Warrant all Exercise Notices delivered by 6:30 p.m. New York City time on the Call Date; (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Beneficial Ownership Limitation. When exercising this Holder; (3) the Warrant as a result Shares shall be listed or quoted for trading on the Principal Trading Market; (4) the Company has sufficient number of a Call Notice, authorized Common Stock and the Holder may pay for ten percent (10%) directors of the Exercise Price Company have authority to allot a sufficient number of Common Stock to provide for the issuance of the Warrant Shares upon the exercise of any warrants purchased pursuant to an Exercise Notice submitted in response purchase rights under this Warrant; (5) the issuance of all Warrant Shares subject to a Call Notice by cancelling shall not cause a portion breach of any of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after provisions of Section 11 herein; and (6) the Holder exercises this Warrant pursuant to a Call Noticeis not in possession of any information that constitutes, the price of or might constitute, material non-public information which was provided by the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares any of Common Stock so that the per share purchase price its Subsidiaries, or any of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Pricetheir officers, directors, employees, agents or Affiliates.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the 30th Trading Day immediately following the date that the Debentures are no longer outstanding, (i) (a) the VWAP for each of 20 consecutive Trading Days (the "Measurement Period," which 20 consecutive Trading Day period shall not have commenced until after the 30th Trading Day immediately following the date that the Debentures are no longer outstanding) exceeds $0.30 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, ) and (ib) the average daily volume for such Measurement Period exceeds $40,000 per Trading Day or (ii) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 50 consecutive Trading Days (the “"Extended Measurement Period”); ," which 50 consecutive Trading Day period shall not have commenced until after the 30th Trading Day immediately following the date that the Debentures are no longer outstanding) exceeds $0.30 (iisubject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (b) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Extended Measurement Period exceeds $20,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period or Extended Measurement Period, as applicable, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a "Call") for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “"Call Notice”) "), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe "Call Date"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then 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 or the Extended Measurement Period, as applicable, through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share purchase price Transaction Documents, and (5) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of Section 2(e) herein. The Company's right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset PriceHolders based on each Holder's initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Date, Date (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $[ ]1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal daily dollar volume for such Measurement Period exceeds $175,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call NoticeDay, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any _________________________________ 1 300% of shares being called will not result in the Holder exceeding the Beneficial Ownership LimitationExercise Price. of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates and (viiv) there is an Event effective registration statement and current prospectus thereunder to permit the issuance of Default (as defined in all of the Note) nor an event which with Warrant Shares to the passage of time or the giving of notice could become an Event of Default is not pendingHolder, then the Company may may, within one Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any Warrants portion of this Warrant for which if exercised pursuant the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A contrary set forth in this Warrant, the Company may not deliver a Call Notice may not or require the cancellation of this Warrant (and any such Call Notice shall be given later than sixty (60) days before void), unless, from the Expiration beginning of the Measurement Period through the Call Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the issuance of this Warrantall such Warrant Shares, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there shall be a Call Notice must be given to sufficient number of authorized shares of Common Stock for issuance of all other holders Warrant Shares and all shares of Warrants Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Purchase Agreement in proportion to Registration Statement, and (5) the amount of Warrants held by all such Holders on the date issuance of the Call Notice without giving effect to the Beneficial Ownership Limitationshares shall not cause a breach of any provision of Section 2(e) herein. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. IfAt any time prior to the exercise of this Warrant, the Company may, at any time its option, deliver a written notice to the registered Holder hereof (the "Call Notice"), which shall be sent via certified mail, return receipt requested, and shall be effective as of the date of mailing. Upon delivery of the Call Notice this Warrant shall not be exercisable and within 10 days after the Initial Exercise Date, date of the Call Notice the Company shall purchase and the Holder of this Warrant shall sell this Warrant to the Company at a price (the "Warrant Purchase Price") equal to ninety percent (90%) of the product of (i) the VWAP number of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, multiplied by (ivii) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, difference between (vx) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as Reported Last Sale Price of the Company's Common Stock on the date of the Call Notice is delivered (as defined belowor if such date is not a trading day, the most recently preceding trading day) for consideration equal to $.001 per and (y) the Warrant ShareExercise Price. The Company shall deliver to For purposes hereof, the Holder a written notice (a “Call Notice”) of any call for cancellation "Reported Last Sale Price" of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following Company's Common Stock shall mean the reported last day sale price on the National Market System of the Measurement Period. On National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or, if the fifteenth (15th) trading day after Company's Common Stock is not quoted on such National Market System, the date average of the Call Notice (closing bid and asked prices on such day in the “Call Date”)over-the-counter market as reported by NASDAQ or, if bid and asked prices for the portion of this Warrant for which an Exercise Notice Company's Common Stock shall not have been received reported through NASDAQ, the average of the bid and asked prices for such day as furnished by any New York Stock Exchange member firm regularly making a market in the Company's Common Stock, selected for such purpose by the Call Date must be exercised by 5:30 p.m. (local time in New York CityCompany, New York). In furtherance of the foregoingand if no such quotations are available, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result fair market value of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price share of the Company’s 's Common Stock on as determined by a New York Stock Exchange member firm regularly making a market in the Trading Market falls below Company's Common Stock, selected for such purpose by the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then Company. Upon tender by the Company shall issue additional shares of Common Stock so that the per share purchase price of a cashier's or certified check for the Warrant Shares purchased pursuant to such Call Notice Purchase Price, this Warrant shall equal the Reset Pricebe cancelled and no longer outstanding.

Call Provision. If(a) In the event that the closing price of a share of Common Stock as traded on the Over-the-Counter Bulletin Board (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds 200% of the Warrant Price then in effect (appropriately adjusted for any stock split, at any time reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Exercise Datedate hereof) during which the Registration Statement (has been effective for at least (1) one year (the “Trading Condition”), the Company, upon sixty (60) days prior written notice (the “Notice Period”) given to the Warrantholder, may call this Warrant at a redemption price equal to $0.01 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) the VWAP Company simultaneously calls all of the Common Stock Series A Warrants on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); same terms, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, hereunder either (ivA) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) are registered pursuant to an Event of Default effective Registration Statement (as defined in the NoteRegistration Rights Agreement) nor an event which with the passage of time or the giving of notice could become an Event of Default is has not pending, then the Company may call for cancellation of that portion of this Warrant been suspended and for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”)no stop order is in effect, the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant the Warrantholder is able to sell such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that at all times during the per share purchase price Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement) and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby. Notwithstanding any such notice by the Company, the Warrantholder shall have the right to exercise all, but not less than all, of this Warrant prior to the end of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PricePeriod.

Call Provision. IfSubject to the provisions of Section 3.5, at any time if, after the Initial Exercise DateDate of Issuance, (i) the VWAP (as defined in Section 3.3.6) for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days trading days (the “Measurement Period”) exceeds $12.30 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may may, within one trading day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant the Warrants for which an Exercise Notice Election to Purchase has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Shareshare of Common Stock issuable on exercise of each Warrant. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call for cancellation unexercised portion of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following which such notice applies. If the last day of conditions set forth below for such Call are satisfied from the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant the Warrants subject to such Call Notice for which an Exercise Notice Election to Purchase shall not have been received by the Call Date must will be exercised cancelled at 6:30 PM (Eastern Time) on the tenth trading day after the date the Call Notice is received by 5:30 p.m. the Registered Holder (local time in New York Citysuch date and time, New York)the “Call Date”) for consideration equal to $0.001 per share of Common Stock issuable upon exercise of such Warrants. Any unexercised portion of the Warrants to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices Elections to Purchase with respect to Warrants subject to a Call Notice that are tendered on or before 5:29 p.m. through 6:30 PM (local time in New York City, New YorkEastern Time) on the Call Date. A Call Notice may not be given The parties agree that any Election to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Purchase delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount shares of Warrants held by all such Holders Common Stock issuable on the date exercise of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant Warrants subject to such Call Notice (such lower price prior to reducing the “Reset Price”), then the Company shall issue additional remaining shares of Common Stock so that available for purchase under the per share Warrants. For example, if (A) certain Warrants then permit the Registered Holder to purchase price 100 shares of Common Stock, (B) a Call Notice pertains to 75 shares of Common Stock issuable on exercise of the Warrants, and (C) prior to 6:30 PM (Eastern Time) on the Call Date the Registered Holder tenders an Election to Purchase in respect of 50 shares of Common Stock, then (x) on the Call Date the right under the Warrants to purchase 25 shares of Common Stock will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant Shares purchased pursuant Agreement, will have issued and delivered to the Registered Holder 50 shares of Common Stock in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise the Warrants for 25 shares of Common Stock (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 3.5, the Company may deliver subsequent Call Notices for any portion of the Warrants for which the Holder shall not have delivered an Election to Purchase. Notwithstanding anything to the contrary set forth in the Warrants, the Company may not deliver a Call Notice or require the cancellation of the Warrants (and any such Call Notice shall equal be void), unless, from the Reset Pricebeginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of the Warrants all Elections to Purchase delivered by 6:30 PM (Eastern Time) on the Call Date, (2) the Common Stock shall be listed or quoted for trading on a principal securities exchange or trading market, and (3) there is a sufficient number of authorized shares of Common Stock for issuance of all shares of Common Stock issuable on exercise of the Warrants. The Company’s right to call the Warrants under this Section 3.5 shall be exercised ratably among the Registered Holders.

Call Provision. IfSubject to the provisions hereof, at any time after the Initial Exercise Issuance Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic informationmay, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.000001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call for cancellation unexercised portion of this Warrant to which such notice applies. From the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the any portion of this Warrant subject to such Call Notice for which an a Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York CityCity time) on the third Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Securities subject to a Call Notice that are tendered on or before 5:29 through 5:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Exercise Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant Securities subject to such Call Notice prior to reducing the remaining Warrant Securities available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price Holder to acquire 100 of the Warrant Shares purchased pursuant to such Securities, (B) a Call Notice pertains to of the 75 Warrant Securities, and (C) prior to 5:30 p.m. (New York City time) on the Call Date the Holder tenders an Exercise Notice in respect of 50 of the Warrant Securities, then (x) on the Call Date the right under this Warrant to acquire 25 of the Warrant Securities will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 of the Warrant Securities in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 of the Warrant Securities (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall equal the Reset Pricenot have delivered an Exercise Notice.

Call Provision. IfSubject to the provisions of Section 3.5, at any time if, after the Initial Exercise DateDate of Issuance, (i) the VWAP (as defined in Section 3.3.6) for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days trading days (the “Measurement Period”) exceeds $2.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may may, within one trading day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant the Warrants for which an Exercise Notice Election to Purchase has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.01 per Warrant Shareshare of Common Stock issuable on exercise of each Warrant. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call for cancellation unexercised portion of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following which such notice applies. If the last day of conditions set forth below for such Call are satisfied from the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant the Warrants subject to such Call Notice for which an Exercise Notice Election to Purchase shall not have been received by the Call Date must will be exercised cancelled at 6:30 PM (Eastern Time) on the tenth trading day after the date the Call Notice is received by 5:30 p.m. the Registered Holder (local time in New York Citysuch date and time, New York)the “Call Date”) for consideration equal to $0.01 per share of Common Stock issuable upon exercise of such Warrants. Any unexercised portion of the Warrants to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices Elections to Purchase with respect to Warrants subject to a Call Notice that are tendered on or before 5:29 p.m. through 6:30 PM (local time in New York City, New YorkEastern Time) on the Call Date. A Call Notice may not be given The parties agree that any Election to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Purchase delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount shares of Warrants held by all such Holders Common Stock issuable on the date exercise of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant Warrants subject to such Call Notice (such lower price prior to reducing the “Reset Price”), then the Company shall issue additional remaining shares of Common Stock so that available for purchase under the per share Warrants. For example, if (A) certain Warrants then permit the Registered Holder to purchase price 100 shares of Common Stock, (B) a Call Notice pertains to 75 shares of Common Stock issuable on exercise of the Warrants, and (C) prior to 6:30 PM (Eastern Time) on the Call Date the Registered Holder tenders an Election to Purchase in respect of 50 shares of Common Stock, then (x) on the Call Date the right under the Warrants to purchase 25 shares of Common Stock will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant Shares purchased pursuant Agreement, will have issued and delivered to the Registered Holder 50 shares of Common Stock in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise the Warrants for 25 shares of Common Stock (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 3.5, the Company may deliver subsequent Call Notices for any portion of the Warrants for which the Holder shall not have delivered an Election to Purchase. Notwithstanding anything to the contrary set forth in the Warrants, the Company may not deliver a Call Notice or require the cancellation of the Warrants (and any such Call Notice shall equal be void), unless, from the Reset Pricebeginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of the Warrants all Elections to Purchase delivered by 6:30 PM (Eastern Time) on the Call Date, (2) the Common Stock shall be listed or quoted for trading on a principal securities exchange or trading market, and (3) there is a sufficient number of authorized shares of Common Stock for issuance of all shares of Common Stock issuable on exercise of the Warrants. The Company’s right to call the Warrants under this Section 3.5 shall be exercised ratably among the Registered Holders.

Call Provision. IfSubject to the provisions of this Section 5, at any time after if during the period commencing on the Initial Exercise DateDate and ending on the two year anniversary of the final closing of the Offering (“Redemption Period”), (i) the VWAP of for the Company’s Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% for each of the Exercise Price in effect for ten fifteen (1015) consecutive Trading Days (the each such period, a “Measurement Period”); (ii) , the aggregate value fifteenth consecutive Trading Day of which shall not fall on a date later than the last day of the shares Redemption Period), exceeds $2.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingStock, then the Company may upon forty five (45) days prior written notice (the “Redemption Notice”), call for cancellation of that portion redemption (“Call”) of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice solely with respect to Covered Shares (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver then outstanding; provided that such Redemption Notice is delivered to the Holder a written notice within five (a “Call Notice”5) of any call for cancellation of business days after the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day end of the Measurement Period. On If the fifteenth (15th) trading day after the date of the conditions set forth herein for such Call Notice (the “Call Date”)are satisfied, the portion of then this Warrant (with respect to Covered Shares only) for which an a Notice of Exercise Notice shall not have been received by the Call Redemption Date must (as defined below) will be exercised by 5:30 cancelled at 6:00 p.m. (local time in New York CityCity time) on the 45th day after the date the Redemption Notice is delivered to the Holder (such date, New Yorkthe “Redemption Date”). In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Redemption Notice that are tendered on or before 5:29 prior to 6:00 p.m. (local time in New York City, New YorkCity time) on the Call Redemption Date. A Call For the purposes hereof, “Covered Shares” means those Warrant Shares which, from the date of the delivery of the Redemption Notice may through and including the Redemption Date, are covered by an effective registration statement under the Securities Act providing for the resale of such Warrant Shares and the prospectus of such registration statement is available for use by the Holder for the resale of such Warrant Shares. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be given to the Holder cancelled (and any Redemption Notice will be void) with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Pricewhich are not Covered Shares.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time if, after the Initial Exercise Effective Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”); ,” which 20 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $2.50, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days average daily volume for such Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 100,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price x) this Warrant then permits the “Reset Price”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), then 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 issue additional 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 so that for issuance of all Securities under the per share purchase price Transaction Documents, and (v) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(e), at any time Section 2(f) and this Section 2(g), if, after the Initial Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”); ,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $32.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default no Equity Conditions Failure (as defined in the NoteNotes) nor an event which with and no bona fide dispute on Equity Conditions Failure between the passage Company and the Holder on each Trading Day during the Measurement Period [and (iii) all of time or the giving of notice could become an Event of Default is not pendingWarrant Shares under this Warrant shall be vested and exercisable on each Trading Day during the Measurement Period] 4 (collectively, the “Call Conditions”), then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. The Company may deliver only one Call Notice hereunder in any sixty (60) of any call for cancellation of Trading Day period and each Call Notice shall be irrevocable by the Warrants pursuant to this Section 2(f) within three Company. If the Call Conditions (3) as applied on each Trading Day during the 30 Trading Days following the last day date of the Measurement Period. On Call Notice) are satisfied from the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the 30th Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”), provided that, if the Call Conditions are not satisfied as required herein (or waived in writing by the Holder, then the Company may not deliver a Call Notice and any Call Notice shall be null and void, ab initio. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. The Company’s right to call the Warrants under this Warrant, a Call Notice must Section 2(g) shall be given to all other holders exercised ratably among the Holders based on each Holder’s initial purchase of Warrants issued Notes pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership LimitationAgreement. When exercising this 4 Series B Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.only

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time if, after the Initial Exercise Effective Date, (i) the VWAP for 20 out of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) any 30 consecutive Trading Days (the “Measurement Period”,” which period shall not have commenced until after the Effective Date) exceeds $4.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value average daily volume of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days Common Stock for such Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 75,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (iviii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership LimitationCompany, and (viiv) there is either (A) an Event effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of Default 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) or (B) the shares are eligible for resale pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as defined in determined by the Note) nor an event which with counsel to the passage of time or Company pursuant to a written opinion letter to such effect, addressed and acceptable to the giving of notice could become an Event of Default is not pendingTransfer Agent and the Holder, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share purchase price Transaction Documents, and (5) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of 2(d) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(e), at any time if, after a date which is 12 months after the Initial Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”); ,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds 150% of the then Exercise Price, and (ii) the aggregate average value of the shares daily volume of the Companycompany’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise for such Measurement Period exceeds the sum of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, $500,000 per Trading Day and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Sharethousand Shares. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 5:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given to which calls less than all other holders the Warrants shall first reduce the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price x) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 5:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (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(e), then 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, on the Call Date, (i) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 5:30 p.m. (New York City time) on the Call Date, and (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 so that for issuance of all Securities under the per share Transaction Documents. The Company’s right to call the Warrants under this Section 2(e) shall be exercised ratably among the Holders based on each Holder’s initial purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

Call Provision. IfUnless and to the extent Holder is prohibited from exercising under Section 3(c), at notwithstanding any time after other provision contained herein to the Initial Exercise Datecontrary, in the event that the closing bid price of a share of Common Stock as traded on the American Stock Exchange, Inc. (ior such other exchange or stock market on which the Common Stock may then be listed or quoted) the VWAP equals or exceeds $2.52 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock on occurring after the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect date hereof) for ten twenty (1020) consecutive Trading Days 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 “Measurement Notice Period”) given to the Holder within one business day immediately following the end of such twenty (20) trading day period, may call this Warrant, in whole or in part, at a redemption price equal to $0.76 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) all of Warrant Shares issuable upon the exercise of this Warrant either (A) are registered pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) that has not been suspended and for which no stop order is in effect, and pursuant to which the Holder is able to sell such shares of Common Stock at all times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement); (ii) the aggregate value number of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon the exercise of this Warrant, Warrants and any other series 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 (30) consecutive trading days prior to the first day of the Notice Period; (iii) the Company has not issued a warrant redemption notice on any other series of warrants within sixty (60) days of the first day of the Notice Period; and (iv) the Holder first day of such Notice Period is not in possession within three hundred and sixty-five (365) days of any information provided by the Closing Date or within ninety (90) days of the Termination Date. In the event that less than all of the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice Warrants (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants are called pursuant to this Section 2(f) within three (3) Trading Days following 14, any call of less than all the last day Company Warrants shall be on a pro rata basis for each holder of Company Warrants. Notwithstanding any such notice by the Company, the Holder shall have the right to exercise this Warrant prior to the end of the Measurement Notice Period. On the fifteenth (15th) trading day after the date The term “Company Warrants” means a series of the Call Notice (the “Call Date”), the portion Warrants of this Warrant for which an Exercise Notice shall not have been received like tenor issued by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceAgreement.