Common use of Forced Exercise Clause in Contracts

Forced Exercise. (i) If at any time following the Effective Date, (A) the Closing Bid Price of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (iincluding without limitation subsection 2(d) If at any time following above and subsection (f)(ii) below), in the Effective Date, event that the daily VWAP of the Company’s Common Stock (A) as reported by the Closing Bid Price of Eligible Trading Market on which the Common Stock is equal to or traded) is greater than $2.625 3.75 (subject to adjustment as appropriately and equitably adjusted for forward and stock splits, reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”similar events) for a twenty (20) Trading Days during any period of ten thirty (1030) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Pricing Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right right, upon prior written notice to require the Holder (“Forced Exercise Notice”), to exercise compel all or any a portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall to be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing exercised on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and or prior the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be specified in the fifth Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (5th10) Trading Day Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice Date, (B) to the aggregate number of Warrant Shares of which Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company has elected intends to be subject to Forced Exercise from force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of Warrants this Warrant pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (and such similar section i) the resale of all Registrable Securities (as defined in the other Warrants), Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (Cii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (xiii) that the Closing Bid Price of the Common Stock during each is listed or quoted on an Eligible Trading Day in Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Forced Exercise Measuring Period equaled Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or exceeded the Trigger Price and (y) no Equity Conditions Failure existsmarket), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (Div) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to be issued to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise Purchase Agreement or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationother Transaction Document.

Forced Exercise. (ia) If at If, for any time following consecutive ten (10) trading day period during the Effective DateExercise Period, (A) the Closing Bid Sale Price of the Common Stock is equal to or greater than $2.625 0.85 (subject to any adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Datepursuant to Section 2) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring PeriodTriggering Event”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), then the Company shall have the right to require right, in its sole discretion and upon written notice given at any time within twenty (20) days of the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as initial occurrence of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent Triggering Event (the “Forced Exercise Notice” and the date such notice is deemed ”) delivered to all the Holder, to force the Holder to cash exercise this Warrant with respect to the number of Warrant Shares that represents up to the lesser of (i) one-half (1/2) of the holders is referred Warrant Shares originally subject to as this Warrant (irrespective of any exercise of this Warrant but subject to any adjustment pursuant to Section 2), or (ii) the “unexercised portion of this Warrant. For the avoidance of doubt, the Company’s right under this Section 1.3.5 shall irrevocably lapse if the Company does not deliver a Forced Exercise Notice Date”within such twenty (20) no later than two day period. (2b) Trading Days after Within ten (10) business days following the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which delivery of the Forced Exercise shall occur Conversion Notice (the “Forced Conversion Payment Deadline”), the Holder shall make payment in accordance with Section 1.3.1 of this Warrant with respect to the Exercise Date”) which date shall be Price for the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day being exercised as set forth in the Forced Conversion Notice. If the Holder does not deliver the Exercise Measuring Period equaled or exceeded Price in full, as set forth in the Trigger Price and (y) Forced Conversion Notice, by the Forced Conversion Payment Deadline, then the Warrant shall no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to longer be issued exercisable with respect to the Holder on portion of the Warrant Shares set forth in such Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership LimitationConversion Notice that were not exercised.

Forced Exercise. (i) If Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time following and from time to time, if the Effective Date, (A) the Company’s Closing Bid Price of the Common Stock as quoted by Bloomberg, LP is equal to or greater than Thirteen Cents ($2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date0.13) (the “Trigger Forced Exercise Price”) for a period of ten twenty (1020) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Pricing Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require force the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice whole or in part during the next five (as defined below)5) Trading Days. In such event the Company shall provide to the Holder written notice at the end of business, as but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent Pricing Period (the “Forced Exercise Notice” and ”). The Holder shall have the date such notice is deemed delivered to all five (5) consecutive calendar days from the day following receipt of the holders is referred Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the Forced Exercise Price as the case maybe (“Forced Exercise Notice DatePeriod”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period). The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which Furthermore during the Forced Exercise Period the Company shall occur (only be entitled to force the “Forced Exercise Date”) which date shall be the Holder to exercise an amount equal to one fifth (5th1/5th) Trading Day after the average daily volume of the shares of the Company’s Common Stock traded, as quoted by Bloomberg, LP, during the Forced Exercise Notice Date, (B) Pricing Period. Furthermore the aggregate Holder shall have the right to reduce the number of Warrant Shares shares of which Common Stock the Company has elected forced the Holder to be subject to exercise hereunder during the Forced Exercise from all Period by such number of shares of the holders of Warrants pursuant to this Section 2(f) (and such similar section Company’s Common Stock exercised by the Holder during the Forced Exercise Pricing Period. Provided however in the other Warrants), (C) (x) event that the Closing Bid Price of the Company’s Common Stock Stock, as quoted by Bloomberg, LP, during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on is lower than the Forced Exercise Date (Price the “Forced Exercise Warrant Share Amount”). Each Forced Exercise Company shall either be effected as a cash not have the right to force the Holder to exercise this Warrant, in whole or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationpart.

Forced Exercise. (i) If at any time following from and after the Effective Issuance Date (the "Forced Exercise Eligibility Date"), (A) the Closing Bid Price arithmetic average of the VWAP of the Common Stock is equal to or greater than $2.625 for any twenty (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and 20) Trading Days during a consecutive twenty (20) Trading Day period that commences following the like after the Initial Forced Exercise Date) Eligibility Date (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “"Forced Exercise Measuring Period”)") equals or exceeds $5.00 (subject to appropriate adjustments for any stock dividend, and (B) no Equity Conditions Failure shall exist (collectivelystock split, stock combination, reclassification or similar transaction after the “Forced Exercise Conditions”Issuance Date), the Company shall have the right to require the Holder to exercise all or any portion of the unexercised portion of this Warrant Warrant, in each case as designated in a the Forced Exercise Notice (as defined below)) into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1 hereof at the Exercise Price as of the Forced Exercise Date (as defined below) (a “"Forced Exercise”"); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant Forced Exercise under this Section 2(f) 5 by delivering within not more than two (2) Trading Days following the end of such Forced Exercise Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holder holders of Warrants and the Transfer Agent (the “"Forced Exercise Notice” " and the date such notice is deemed delivered to all of the holders received such notice by facsimile is referred to as the “"Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period"). The Forced Exercise Notice delivered shall be irrevocable and irrevocable. The Forced Exercise Notice shall state (A) the date on which Trading Day selected for the Forced Exercise shall occur (the “Forced Exercise Date”) Exercise, which date Trading Day shall be the fifth no sooner than twenty (5th20) Trading Day after Days nor later than forty (40) Trading Days following the Forced Exercise Notice Date (the "Forced Exercise Date"), (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from the Holder (the "Forced Exercise Share Number") and all of the holders of the Warrants pursuant to this Section 2(f5 (the "Holders'Aggregate Forced Exercise Share Number") (and such similar section in analogous provisions under the other Warrants), and (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date Date. Notwithstanding the foregoing, the Company may not deliver more than two (the “2) Forced Exercise Warrant Share Amount”). Each Notices hereunder and a Forced Exercise shall either Notice may not be effected as a cash exercise or on a cashless basis, delivered until at least thirty (30) Trading Days after the Holder’s sole discretionimmediately preceding Forced Exercise Date. Notwithstanding anything the foregoing, nothing in this subsection shall prevent the Holder from exercising this Warrant, in whole or part, on or prior to the contrary, no such redemption under this Section shall result in any Holder exceeding Forced Exercise Date. The Company covenants and agrees that it will honor all Exercise Notices tendered from the Beneficial Ownership Limitationtime of delivery of the Forced Exercise Notice through the Forced Exercise Date.

Forced Exercise. Subject to the provisions of this Section 2(e), if and only if (i) If at any time following a registration statement shall be effective as to all of the Effective DateWarrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder for the last thirty (30) days, (Aii) the Closing Bid Price of the Common Stock shall be listed or quoted for trading on the Trading Market for the last thirty (30) days, (iii) there is equal to a sufficient number of authorized shares of Common Stock for issuance of all of the Conversion Shares under the Preferred Stock then outstanding and issuable upon exercise in full of this Warrant and there is no existing Authorized Share Failure for the last thirty (30) days, (iv) there is no Triggering Event or greater than $2.625 any event that has occurred and, with passage of time or delivery of notice, would result in a Triggering Event for the last thirty (30) days, (v) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (vi) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates and (vii) the Holder has not been subject to adjustment any restriction or limitation on conversions of shares of Preferred Stock or trading in general from Holder’s prime broker which restricts at all the Holder’s conversions of shares of Preferred Stock then held by the Holder or conversions of any Warrant Shares for forward and reverse stock splitsthe last thirty (30) days, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), then the Company shall have the right to require the Holder to exercise all or any a portion of this Warrant as designated in a Forced equal to up to $250,000 of aggregate Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) Price into Conversion Shares (a “Forced Exercise”)) on the thirtieth (30th) day following the Initial Exercise Date (such date, the “Forced Exercise Date”, which $250,000 of aggregate Exercise Price shall be allocated pro-rata among the Holders of the Warrants based on such Holder’s number of Warrants; provided, however, that any in no event shall a Forced Exercise hereunder shall be cancelled occur on any date on which there is not an effective registration statement for the issuance of all of the Warrant Shares and deemed null and void if the prospectus thereunder available for use by the Company fails for the sale of all such Warrant Shares to satisfy the Holder or on any of the Forced Exercise Conditions during any of the Trading Days in the period commencing date on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Datewhich there is an Authorized Share Failure. The Company may exercise its right to require exercise of this Warrant a Forced Exercise under this Section 2(f2(e) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holder and holders of Warrants issued under the Transfer Agent Purchase Agreement (the such notice, a “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the thereof, a “Forced Exercise Notice Date”) no later than two at least three (23) Trading Days after prior to the applicable Forced Exercise Measuring PeriodDate. The For purposes of this Section 2(e), “Forced Exercise Date” shall be deemed to replace the date of delivery of the Notice of Exercise for all purposes hereunder as if the Holder delivered an Exercise Notice to the Company on the Forced Exercise Date. For the avoidance of doubt, if (i) any Authorized Share Failure or any Triggering Event has occurred and is continuing, unless such Triggering Event has been waived in writing by the Holder, the Company shall have no right to effect a Forced Exercise, provided that such Triggering Event shall have no effect upon the Holder’s right to exercise this Warrant in its discretion, and (ii) the Company may deliver a Forced Exercise Notice delivered shall on the Forced Exercise Notice Date even though certain conditions to the Forced Exercise may only be irrevocable and shall state (A) satisfied on the date on which Forced Exercise Date, provided that the Forced Exercise shall occur (remain contingent upon the “satisfaction of such conditions on the Forced Exercise Date”) which date shall be . If the fifth (5th) Trading Day after the Company elects to cause a Forced Exercise Notice Date, (B) the aggregate number of this Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section 2(e), then the Company must simultaneously take the same action in the other Warrants), (C) (x) that the Closing Bid same proportion with respect to up to $250,000 of aggregate Exercise Price of the Common Stock during each Trading Day in Warrants issued under the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Purchase Agreement.]3 _______________ 3 Series 1 Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.only

Forced Exercise. If (1) (i) If at any time following the Effective Date, (A) arithmetic average of the Closing Bid Price Weighted Average Prices of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days ending on which the condition in this clause Trading Day immediately preceding the Initial Exercisability Date exceeds 125% of the Exercise Price on the Issuance Date or (Aii) is satisfied are referred to herein on the 216th day following the Issuance Date, the Market Price calculated as of such date exceeds the “Exercise Price on the Issuance Date (each, a "Forced Exercise Measuring Period”), Event") and (B2) no there is not then an Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”)Failure, the Company shall have the right to require the Holder to exercise all or any portion of the unexercised portion of this Warrant Warrant, in each case as designated in a Forced Exercise Notice (as defined below), into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1(a) hereof at the Exercise Price as of the Forced Exercise Date (as defined below) (each, a “"Forced Exercise”"); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant a Forced Exercise under this Section 2(f5 by delivering, by not later than two (2) by delivering Trading Days following the occurrence of the applicable Forced Exercise Event, a written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holder holders of the SPA Warrants and the Transfer Agent (the “"Forced Exercise Notice” " and the date such notice is deemed delivered to all of the holders received such notice by facsimile is referred to as the “"Forced Exercise Notice Date”"). The Forced Exercise Notice shall be irrevocable and shall be considered received by each Holder for all purposes (and the Company shall not be required to confirm receipt or transmission) no later if properly transmitted to the facsimile number and e-mail address for the Holder which the Company then has on record as provided by the Holder. The Forced Exercise Notice shall (i) state (A) the Trading Day selected for the Forced Exercise, which shall be not less than twelve (12) Business Hours nor more than two (2) Trading Days after following the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after receipt of the Forced Exercise Notice by the Holder (the "Forced Exercise Date, ") and (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from the Holder (the "Forced Exercise Share Number") and from all of the holders of the SPA Warrants pursuant to this Section 2(f5 (the "Holders' Aggregate Forced Exercise Share Number") (and such similar section in analogous provisions under the other SPA Warrants); and (ii) certify that there has been no Equity Conditions Failure; provided, (C) (x) however, that the Closing Bid Price Company may not require a Forced Exercise under this Section 5 in excess of the Common Stock during each Trading Day in Holder Pro Rata Amount of the Forced Exercise Measuring Period equaled or exceeded Volume Limitation. Notwithstanding the Trigger Price and foregoing, the Company may not deliver more than one (y1) no Forced Exercise Notice hereunder. If the Equity Conditions Failure existswere satisfied as of the Forced Exercise Notice Date but the Equity Conditions are no longer satisfied at any time prior to the Forced Exercise Date, the Company shall provide the Holder a subsequent notice to that effect indicating that, unless the Holder waives the Equity Conditions, the Forced Exercise Notice shall be void ab initio and (D) the number of shares of Common Stock to be issued no further force or effect. The Company shall deliver to the Holder a notice no later than 10:00 a.m., New York time, on the Forced Exercise Date (which notice shall certify whether or not the “Equity Conditions have been satisfied. Notwithstanding the foregoing, nothing in this subsection shall prevent the Holder from exercising this Warrant, in whole or part, on or prior to the Forced Exercise Warrant Share Amount”)Date. Each The Company covenants and agrees that it will honor all Exercise Notices tendered from the time of delivery of the Forced Exercise Notice through the Forced Exercise Date. Upon an Equity Conditions Failure, the Holder may revoke any Exercise Notice delivered after the Forced Exercise Notice is received by the Holder and the Company, within one (1) Business Day of such revocation, shall either be effected as a cash exercise or on a cashless basis, at return the Holder’s sole discretion. Notwithstanding anything Aggregate Exercise Price applicable to any such Exercise Notice(s) to the contraryHolder by wire transfer of immediately available funds and any SPA Warrants so exercised shall be deemed reinstated and returned to the Holders, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationif applicable.

Forced Exercise. 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (iincluding without limitation subsection 2.4(i) If at any time following above and subsection 15.2 below), in the Effective Date, (A) event that the Closing Bid Price closing sale price of the Company's Common Stock (as reported by the Nasdaq Stock Market) is equal to or greater than $2.625 7.35 (subject to adjustment as appropriately and equitably adjusted for forward and stock splits, reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”similar events) for a period ("Pricing Period") of ten twenty (1020) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”)Days, the Company shall have the right right, upon prior written notice to require the Holder ("Forced Exercise Notice"), to exercise compel all or any a portion of this Warrant as designated to be exercised on or prior the date ("Forced Exercise Date") specified in a the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice (as defined below), as until after the completion of the Forced Exercise Date (as defined below) (a “Forced Exercise”); providedPricing Period, that and must deliver any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Notice within five (5) Trading Days in following the last day of any Pricing Period. The period commencing on and including from the Forced Exercise Notice Date and ending on and including to the Forced Exercise DateDate shall be referred to herein as the "Post-Notice Period". The If the Company may intends to force exercise of less than all of all of the then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. 15.2 Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to require force exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist "Effective Registration". "Effective Registration" shall mean (and such similar section i) the resale of all Registrable Securities (as defined in the other WarrantsInvestor Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Investor Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) such Registrable Securities are listed, or approved for listing prior to issuance, on either the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market (each an "Approved Market") and are not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), (C) (x) that and the Closing Bid Price Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock during each Trading Day in on the Forced Exercise Measuring Period equaled Approved Market on which the Common Stock is then traded or exceeded the Trigger Price and listed; (y) no Equity Conditions Failure exists, and (Div) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Agreements; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to be issued to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise Purchase Agreement or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership LimitationRelated Documents.

Forced Exercise. (i) If at any time following the Effective Date, (A) the Closing Bid Price of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise all or any portion of this Warrant as designated in a an Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationexercise.

Forced Exercise. (ia) If at any time following After the Effective Date, (A) if the Closing Bid Price of the Common Stock is equal Conditions to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectivelyhave been satisfied, the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company Corporation may exercise its right to require force exercise of this Warrant under by the Warrantholder, in whole or in part, as set forth in this Section 2(f) 4, by delivering to the Warrantholder a written notice thereof by facsimile in the form annexed hereto (“Forced Exercise Notice”), duly completed and overnight courier executed on behalf of the Corporation. The aggregate number of Shares to be exercised with respect to all warrants issued pursuant to the Holder Purchase Agreement and the Transfer Agent 2010 Purchase Agreement, including this Warrant (the “Forced Exercise Notice” and the date such notice is deemed delivered to all Shares”), shall not be less than 750,000 or greater than 50% of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price trading volume of the Common Stock during each Trading Day in the twenty (20) trading days preceding the date of the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and Notice. Within forty (y40) no Equity Conditions Failure exists, and (D) the number business days after receipt of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (Notice, the “Warrantholder shall deliver to the Corporation a Notice of Exercise as set forth in Section 3(a) for the Forced Shares applicable to this Warrant. If at any time prior to the delivery of the Notice of Exercise by the Warantholder, the Conditions to Forced Exercise Warrant Share Amount”). Each cease to be met, the Forced Exercise Notice shall either be effected as a cash deemed to have been revoked. (b) In no event shall the Warrantholder be forced to exercise or on a cashless basisin excess of 50% of all Shares issuable hereunder nor shall the Corporation be permitted to deliver more than one Forced Exercise Notice in any three (3) month period. If the Corporation forces an exercise pursuant to this Section 4, at it must then simultaneously take the Holder’s sole discretion. Notwithstanding anything same action in the same proportion with respect to any other warrants issued pursuant to the contrary, no such redemption under Purchase Agreement. (c) For purposes of this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.4:

Forced Exercise. (i) If at At any time following twenty (20) Trading Days prior to the Effective Date, six (A6) the Closing Bid Price month anniversary of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) Issuance Date (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”"Eligibility Date"), the Company shall have the right may, by delivering a notice to require the Holder at least twenty (20) Trading Days prior to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the proposed Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “"Forced Exercise Notice” " and the date such notice is deemed delivered to all of received by the holders is referred to as Holder, the “"Forced Exercise Notice Date”"), of its irrevocable election to require the exercise of up to 562,250 Warrant Shares. The Company shall set forth the number of Warrant Shares to which the forced exercise relates in the Forced Exercise Notice (the "Forced Exercise Share Number"). The date of such forced exercise shall be the twentieth (20th) Trading Day following the Forced Exercise Notice Date (the "Forced Exercise Date"). The Company may only deliver a Forced Exercise Notice if each of the following shall be true: (i) there is no later Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) and (ii) prior to the Forced Exercise Notice Date (A) the arithmetic average of the Weighted Average Price of the Common Stock for twenty (20) consecutive Trading Days occurring after the Issuance Date (the "Forced Exercise Measuring Period") shall exceed $2.55 (subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) and (B) the number of shares traded on each Trading Day during the Forced Exercise Measuring Period is greater than 30% of the Forced Exercise Share Number (clauses (i) and (ii), the "Forced Exercise Conditions"). A Forced Exercise Notice may not be given more than two (2) Trading Days after the applicable satisfaction of Forced Exercise Measuring Period. The Conditions and each Forced Exercise Notice delivered shall certify that the Forced Exercise Conditions have been satisfied. The forced exercise thereunder may only occur on the Forced Exercise Date if each of the following shall be irrevocable true: (i) there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) and shall state (ii) (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all arithmetic average of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Weighted Average Price of the Common Stock during each shall exceed $2.55 (subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) for twenty (20) consecutive Trading Day in Days immediately prior to the Forced Exercise Date (the "Forced Exercise Bring Down Measuring Period equaled or exceeded the Trigger Price Period") and (y) no Equity Conditions Failure exists, and (DB) the number of shares traded on each Trading Day during the Forced Exercise Bring Down Measuring Period is greater than 30% of Common Stock to be issued the Forced Exercise Share Number (clauses (i) and (ii), the "Forced Exercise Bring Down Conditions"). The Company shall deliver to the Holder a notice no later than 10:00 a.m., New York time, on the Forced Exercise Date (the “"Bring-Down Notice"), which notice shall certify whether or not the Forced Exercise Warrant Share Amount”)Bring Down Conditions have been satisfied. Each If the Forced Exercise shall either be effected as a cash exercise or on a cashless basis, Bring Down Conditions have not been satisfied at such time (and are not waived by the Holder’s sole discretion), the Forced Exercise Notice will be null and void, ab initio. Notwithstanding anything the foregoing, nothing in this subsection shall prevent the Holder from exercising this Warrant, in whole or part, on or prior to the contraryForced Exercise Date. The Company covenants and agrees that it will honor all Exercise Notices tendered from the time of delivery of the Forced Exercise Notice through the Forced Exercise Date. Upon an Equity Conditions Failure, no the Holder may revoke any Exercise Notice delivered after the Forced Exercise Notice is received by the Holder and the Company, within one (1) Business Day of such redemption under this Section revocation, shall result in return the Aggregate Exercise Price applicable to any such Exercise Notice(s) to the Holder exceeding by wire transfer of immediately available funds and any Warrants so exercised shall be deemed reinstated and returned to the Beneficial Ownership LimitationHolders, if applicable.

Forced Exercise. (i) If Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time following and from time to time, if the Effective Date, (A) the Company’s Closing Bid Price of the Common Stock as quoted by Bloomberg, LP is equal to or greater than Eleven Cents ($2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date0.11) (the “Trigger Forced Exercise Price”) for a period of ten twenty (1020) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Pricing Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require force the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice whole or in part during the next five (as defined below)5) Trading Days. In such event the Company shall provide to the Holder written notice at the end of business, as but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent Pricing Period (the “Forced Exercise Notice” and ”). The Holder shall have the date such notice is deemed delivered to all five (5) consecutive calendar days from the day following receipt of the holders is referred Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the Forced Exercise Price as the case maybe (“Forced Exercise Notice DatePeriod”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period). The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which Furthermore during the Forced Exercise Period the Company shall occur (only be entitled to force the “Forced Exercise Date”) which date shall be the Holder to exercise an amount equal to one fifth (5th1/5th) Trading Day after the average daily volume of the shares of the Company’s Common Stock traded, as quoted by Bloomberg, LP, during the Forced Exercise Notice Date, (B) Pricing Period. Furthermore the aggregate Holder shall have the right to reduce the number of Warrant Shares shares of which Common Stock the Company has elected forced the Holder to be subject to exercise hereunder during the Forced Exercise from all Period by such number of shares of the holders of Warrants pursuant to this Section 2(f) (and such similar section Company’s Common Stock exercised by the Holder during the Forced Exercise Pricing Period. Provided however in the other Warrants), (C) (x) event that the Closing Bid Price of the Company’s Common Stock Stock, as quoted by Bloomberg, LP, during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on is lower than the Forced Exercise Date (Price the “Forced Exercise Warrant Share Amount”). Each Forced Exercise Company shall either be effected as a cash not have the right to force the Holder to exercise this Warrant, in whole or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationpart.

Forced Exercise. Subject to the Purchase Agreement and subject to the terms set forth herein (iincluding without limitation subsection 2(d) If at any time following above and subsection (f)(ii) below), in the Effective Date, event that the daily VWAP of the Company’s Common Stock (A) as reported by the Closing Bid Price of Eligible Trading Market on which the Common Stock is equal to or traded) is greater than $2.625 3.75 (subject to adjustment as appropriately and equitably adjusted for forward and stock splits, reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”similar events) for a twenty (20) Trading Days during any period of ten thirty (1030) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Pricing Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right right, upon prior written notice to require the Holder (“Forced Exercise Notice”), to exercise compel all or any a portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall to be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing exercised on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and or prior the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be specified in the fifth Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (5th10) Trading Day Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (shall be referred to herein as the “Forced Exercise Warrant Share AmountPost-Notice Period”). Each Forced Exercise If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall either be effected as a cash exercise or do so on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no pro rata basis among such redemption under holders in accordance with this Section shall result in any Holder exceeding the Beneficial Ownership LimitationSection.

Forced Exercise. (i) If Notwithstanding anything herein to the contrary, if at any time following the Effective Date, date which is nine (A9) months following the Closing Bid Price Date the VWAP for any 20 out of 30 consecutive Trading Days (such 30 Trading Day period being the "Threshold Period") exceeds $1.125 (subject to appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like that occur after the Initial Exercise Original Issue Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), then the Company shall have may, within 1 Trading Day after the right to require the Holder to exercise all or end of any portion of this Warrant as designated in a Forced Exercise Notice (as defined below)such Threshold Period, as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering deliver a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “a "Forced Exercise Notice” " and the date such notice is deemed delivered to the Holder, the "Forced Exercise Notice Date") to cause the Holder to exercise this Warrant, in whole or in part, as specified in such Forced Exercise Notice ("Forced Exercise") on or prior to the tenth Trading Day following the Holder's receipt of such Forced Exercise Notice (such date, the "Forced Exercise Date"). The Company may not deliver a Forced Exercise Notice, and any Forced Exercise Notice delivered by the Company shall not be effective, unless all of the Equity Conditions (as defined in the Notes) are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Exercise Date and the Trading Day after the date such Warrant Shares pursuant to such exercise are delivered to the Holder (except clause (xii) of the Equity Conditions shall apply only during the Threshold Period). Any Forced Exercise shall be applied ratably to all holders of Warrants based on their original number of Warrant Shares underlying the Warrants, provided that any voluntary exercises by a Holder shall be applied against the Holder's pro rata allocation, thereby decreasing the aggregate amount forcibly exercised hereunder if only a portion of this Warrant is subject to Forced Exercise hereunder. For purposes of clarification, a Forced Exercise shall be subject to all of the holders is referred to as provisions of Section 2, including, without limitation, the “provision requiring payment of liquidated damages and limitations on conversions. If any Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either cannot be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything due to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation, then the Holder shall furnish the Company with the calculation showing that such Beneficial Ownership Limitation would otherwise be exceeded.

Forced Exercise. (i) If at At any time following the Effective DateIssue Date of this Warrant, (A) if the Closing Bid Price closing price of the Company’s Common Stock is equal to on the Trading Market equals or greater than $2.625 exceeds 300% of the Exercise Price then in effect for any twenty (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (1020) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise ConditionsTrigger”), the Company shall have the right right, exercisable on one or more occasions, to require the Holder to exercise on a cash basis all or any portion of the then-outstanding portion of this Warrant as designated in a Forced Exercise Notice (as defined below)each, as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, provided that any (1) no Equity Conditions Failure (as defined below) then exists (unless waived in writing by the Holder), and (2) no Forced Exercise hereunder shall be cancelled and deemed null and void if Trigger has occurred in the Company fails five (5) Trading Day period immediately prior to satisfy any the applicable date of the determination (each such applicable date, a “Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Eligibility Date”). The Company may exercise its right to require exercise of this Warrant a Forced Exercise under this Section 2(f) by delivering a written notice thereof thereof, on one or more occasions, by facsimile and overnight courier electronic mail to all of the Holder and the Transfer Agent Holders (the each, a “Forced Exercise Notice” and and, the date such notice is deemed delivered to all of the holders is referred to as the thereof, each a “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable on a Forced Exercise Measuring PeriodEligibility Date. The Each Forced Exercise Notice delivered shall specify (i) the portion of the Warrant subject to the Forced Exercise, (ii) the applicable Exercise Price, (iii) the deadline for exercise (which shall be irrevocable and shall state no fewer than ten (A10) Business Days from the date on which the Forced Exercise shall occur (Holder’s receipt of such notice, the “Forced Exercise DatePeriod”) which and (iv) a certification by the Company that no Equity Conditions Failure exists as of the date thereof (or specifying any such Equity Conditions Failure that then exists, with an acknowledgement that unless such Equity Conditions are waived, in whole or in part, such Forced Exercise Notice will be invalid). The Holder shall be have the fifth (5th) Trading Day after duration of the Forced Exercise Period to exercise such portion of the Warrant in accordance with the terms hereof, and any portion of this Warrant subject to the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all that remains unexercised as of the holders expiration of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled shall automatically cancelled, terminated and of no further force or exceeded effect, without the Trigger Price and (y) no Equity Conditions Failure exists, and (D) need for any further action by the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise Company or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.

Forced Exercise. 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (iincluding without limitation subsection 2.4(i) If at any time following above and subsection 15.2 below), in the Effective Date, (A) event that the Closing Bid Price closing sale price of the Company's Common Stock (as reported by the Nasdaq Stock Market) is equal to or greater than $2.625 10.00 (subject to adjustment as appropriately and equitably adjusted for forward and stock splits, reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”similar events) for a period ("Pricing Period") of ten twenty (1020) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”)Days, the Company shall have the right right, upon prior written notice to require the Holder ("Forced Exercise Notice"), to exercise compel all or any a portion of this Warrant as designated to be exercised on or prior the date ("Forced Exercise Date") specified in a the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice (as defined below), as until after the completion of the Forced Exercise Date (as defined below) (a “Forced Exercise”); providedPricing Period, that and must deliver any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Notice within five (5) Trading Days in following the last day of any Pricing Period. The period commencing on and including from the Forced Exercise Notice Date and ending on and including to the Forced Exercise DateDate shall be referred to herein as the "Post-Notice Period". The If the Company may intends to force exercise of less than all of all of the then outstanding Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. 15.2 Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to require force exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist "Effective Registration". "Effective Registration" shall mean (and such similar section i) the resale of all Registrable Securities (as defined in the other WarrantsInvestor Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Investor Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) such Registrable Securities are listed, or approved for listing prior to issuance, on either the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market (each an "Approved Market") and are not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), (C) (x) that and the Closing Bid Price Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock during each Trading Day in on the Forced Exercise Measuring Period equaled Approved Market on which the Common Stock is then traded or exceeded the Trigger Price and listed; (y) no Equity Conditions Failure exists, and (Div) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Agreements; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to be issued to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise Purchase Agreement or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership LimitationRelated Documents.

Forced Exercise. (i) If at any time following the Effective Date, (A) the Closing Bid Price of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Issue Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (iincluding without limitation subsection 2(d) If at any time following above and subsections (f)(ii) and (f)(iii) below), in the Effective Date, event that the daily VWAP of the Company’s Common Stock (A) as reported by the Closing Bid Price of Trading Market on which the Common Stock is equal to or traded) is greater than $2.625 0.60 (subject to adjustment as appropriately and equitably adjusted for forward and stock splits, reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”similar events) for a fifteen (15) Trading Days during any period of ten twenty (1020) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Pricing Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right right, upon prior written notice to require the Holder (“Forced Exercise Notice”), to exercise compel all or any a portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall to be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing exercised on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and or prior the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be specified in the fifth Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (5th10) Trading Day Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice Dateto the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. ii. Notwithstanding anything to the contrary herein, (B) the aggregate number of Warrant Shares of which the Company has elected shall be prohibited from exercising its right to be subject to Forced Exercise from all force exercise of the holders of Warrants this Warrant pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (and such similar section i) the resale of all Underlying Shares (as defined in the other Warrants)Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Underlying Shares are listed or quoted on a Trading Market, (C) (x) that the Closing Bid Price of such Underlying Shares are listed, or approved for listing prior to issuance, on such Trading Market, the Common Stock during each is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Trading Day Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Forced Exercise Measuring Period equaled Purchase Agreement or exceeded any other Transaction Document; (vi) the Trigger Price VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (yvii) no Equity Conditions Failure existsthe Daily Dollar Trading Volume exceeds $30,000, and (D) where the “Daily Dollar Trading Volume” means the number of shares of Common Stock to be issued to the Holder traded on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or Trading Market on a cashless basis, at particular Trading Day multiplied by the Holder’s sole discretion. Notwithstanding anything to the contrary, no VWAP for such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationday.

Forced Exercise. (ia) If at any time following After the Effective Date, (A) if the Closing Bid Price of the Common Stock is equal Conditions to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectivelyhave been satisfied, the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company Corporation may exercise its right to require force exercise of this Warrant under by the Warrantholder, in whole or in part, as set forth in this Section 2(f) 4, by delivering to the Warrantholder a written notice thereof by facsimile in the form annexed hereto (“Forced Exercise Notice”), duly completed and overnight courier executed on behalf of the Corporation. The aggregate number of Shares to be exercised with respect to all warrants issued pursuant to the Holder Purchase Agreement, the August 2012 Purchase Agreement and the Transfer Agent 2010 Purchase Agreement, including this Warrant (the “Forced Exercise Notice” and the date such notice is deemed delivered to all Shares”), shall not be less than 750,000 or greater than 50% of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price trading volume of the Common Stock during each Trading Day in the twenty (20) trading days preceding the date of the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and Notice. Within forty (y40) no Equity Conditions Failure exists, and (D) the number business days after receipt of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (Notice, the “Warrantholder shall deliver to the Corporation a Notice of Exercise as set forth in Section 3(a) for the Forced Shares applicable to this Warrant. If at any time prior to the delivery of the Notice of Exercise by the Warantholder, the Conditions to Forced Exercise Warrant Share Amount”). Each cease to be met, the Forced Exercise Notice shall either be effected as a cash deemed to have been revoked. (b) In no event shall the Warrantholder be forced to exercise or on a cashless basisin excess of 50% of all Shares issuable hereunder nor shall the Corporation be permitted to deliver more than one Forced Exercise Notice in any three (3) month period. If the Corporation forces an exercise pursuant to this Section 4, at it must then simultaneously take the Holder’s sole discretion. Notwithstanding anything same action in the same proportion with respect to any other warrants issued pursuant to the contrary, no such redemption under Purchase Agreement. (c) For purposes of this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.4:

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (iincluding without limitation subsection 2(d) If at any time following above and subsections (f)(ii) and (f)(iii) below), in the Effective Date, event that the daily VWAP of the Company’s Common Stock (A) as reported by the Closing Bid Price of Trading Market on which the Common Stock is equal to or traded) is greater than $2.625 0.80 (subject to adjustment as appropriately and equitably adjusted for forward and stock splits, reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”similar events) for a fifteen (15) Trading Days during any period of ten twenty (1020) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Pricing Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right right, upon prior written notice to require the Holder (“Forced Exercise Notice”), to exercise compel all or any a portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall to be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing exercised on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and or prior the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be specified in the fifth Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (5th10) Trading Day Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice Dateto the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. ii. Notwithstanding anything to the contrary herein, (B) the aggregate number of Warrant Shares of which the Company has elected shall be prohibited from exercising its right to be subject to Forced Exercise from all force exercise of the holders of Warrants this Warrant pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (and such similar section i) the resale of all Underlying Shares (as defined in the other Warrants)Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Underlying Shares are listed or quoted on a Trading Market, (C) (x) that the Closing Bid Price of such Underlying Shares are listed, or approved for listing prior to issuance, on such Trading Market, the Common Stock during each is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Trading Day Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Forced Exercise Measuring Period equaled Purchase Agreement or exceeded any other Transaction Document; (vi) the Trigger Price VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (yvii) no Equity Conditions Failure existsthe Daily Dollar Trading Volume exceeds $30,000, and (D) where the “Daily Dollar Trading Volume” means the number of shares of Common Stock to be issued to the Holder traded on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or Trading Market on a cashless basis, at particular Trading Day multiplied by the Holder’s sole discretion. Notwithstanding anything to the contrary, no VWAP for such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationday.

Forced Exercise. (ii. Subject to the provisions of Section 2(d) If at any time following the Effective Dateor Section 2(e) and this Section 2(f), (A) the Closing Bid Price of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splitsif, recapitalizations, stock dividends and the like after the Initial Exercise Date, (i) the VWAP of the Common Stock for each of seven (the “Trigger Price”) for a period of ten (107) consecutive Trading Days (the ten “Measurement Period,” which seven (107) consecutive Trading Days on which Day period shall not have commenced until after the condition effective date of the Registration Statement) exceeds 135% of the Exercise Price then in this clause effect, (Aii) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (Biii) no Equity Conditions Failure shall exist (collectivelythe Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the “Forced Exercise Conditions”)Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company shall have the right right, within one (1) Trading Day of the end of such Measurement Period (the “Forced Exercise Eligibility Date”), to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below)into up to such aggregate number of fully paid, as validly issued and non-assessable Warrant Shares equal to 25% of the quotient obtained by dividing the Traded Value by the Exercise Price then in effect (less any Warrant Shares voluntarily exercised by the Holder during such Measurement Period or at any time thereafter and prior to the applicable Forced Exercise Date (as defined below) (the “Maximum Forced Exercise Share Amount”) as designated in the applicable Forced Exercise Notice (as defined below) to be issued and delivered in accordance with Section 2(c) herein (each, a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant a Forced Exercise under this Section 2(f2(f)(i) by delivering a written notice thereof thereof, at one, or more times, by facsimile and overnight courier electronic mail to all, but not less than all, of the Holder and holders of the Transfer Agent Warrants (the each, a “Forced Exercise Notice” ”, and the date such notice is deemed delivered to all of the holders is referred to as the thereof, each a “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable on a Forced Exercise Measuring PeriodEligibility Date. The Forced Exercise Notice delivered shall be irrevocable and shall state (AFor purposes of Section 2(c) the date on which the Forced Exercise shall occur (the herein, “Forced Exercise Date”) which date Notice” shall be deemed to replace “Exercise Notice” for all purposes thereunder as if the fifth (5th) Trading Day after Holder delivered a Notice of Exercise to the Company on the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”)mutatis mutandis. Each Forced Exercise Notice shall either be effected as a cash exercise or on a cashless basis, at irrevocable. Each Forced Exercise Notice shall state (i) the Holder’s sole discretion. Notwithstanding anything to Trading Day selected for the contrary, no such redemption under Forced Exercise in accordance with this Section 2(f)(i), which Trading Day shall result in any Holder exceeding be the Beneficial Ownership Limitation.second (2nd) Trading Day following the applicable Forced Exercise Notice Date (each, a “Forced Exercise Date”), (ii) the aggregate portion of this Warrant subject to forced exercise from

Forced Exercise. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the Effective Date the VWAP for each of 20 consecutive Trading Days (i) If at any time following the “Measurement Period”, which 20 Trading Day period shall not have commenced until after the Effective Date, (A) the Closing Bid Price exceeds 150% of the Common Stock is equal to or greater than $2.625 then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Threshold Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (Bii) no Equity Conditions Failure shall exist (collectivelythe Holder is not in possession of any information that constitutes, the “Forced Exercise Conditions”)or might constitute, material non-public information, then the Company shall have may, within one Trading Day of the right to require the Holder to end of such period, call for exercise of all or any portion of this Warrant as designated in for which a Forced Notice of Exercise has not yet been delivered (such right, a “Call”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), as of then the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that Holder must exercise any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise portion of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile subject to such Call Notice, and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all if any part of the holders is referred to as consideration shall not have been received by the “Forced Exercise Notice Call Date”, this entire Warrant will be cancelled at 6:30 p.m. (New York City time) no later than two (2) Trading Days after on the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) tenth Trading Day after the Forced Exercise date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. Subject again to the provisions of this Section 2(f), (B) the aggregate number Company may deliver subsequent Call Notices for any portion of this Warrant Shares of for which the Company shall not have delivered a Call Notice or which has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at not otherwise been previously exercised by the Holder’s sole discretion. Notwithstanding anything to the contrarycontrary set forth in this Warrant, no the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such redemption Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Day used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under this Section the Transaction Documents, and (v) the issuance of the shares shall result in not cause a breach of any Holder exceeding provision of 2(d) herein. The Company’s right to Call the Beneficial Ownership LimitationWarrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (iincluding without limitation subsection 2(d) If at any time following above and subsections (f)(ii) and (f)(iii) below), in the Effective Date, event that the daily VWAP of the Company’s Common Stock (A) as reported by the Closing Bid Price of Trading Market on which the Common Stock is equal to or traded) is greater than $2.625 1.20 (subject to adjustment as appropriately and equitably adjusted for forward and stock splits, reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”similar events) for a fifteen (15) Trading Days during any period of ten twenty (1020) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Pricing Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right right, upon prior written notice to require the Holder (“Forced Exercise Notice”), to exercise compel all or any a portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall to be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing exercised on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and or prior the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be specified in the fifth Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (5th10) Trading Day Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice Dateto the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. ii. Notwithstanding anything to the contrary herein, (B) the aggregate number of Warrant Shares of which the Company has elected shall be prohibited from exercising its right to be subject to Forced Exercise from all force exercise of the holders of Warrants this Warrant pursuant to this Section 2(fif at any time during the Post-Notice Period or during the thirty (30) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (and such similar section i) the resale of all Underlying Shares (as defined in the other Warrants)Purchase Agreement) is covered by an effective registration statement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Underlying Shares are listed or quoted on a Trading Market, (C) (x) that the Closing Bid Price of such Underlying Shares are listed, or approved for listing prior to issuance, on such Trading Market, the Common Stock during each is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Trading Day Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Forced Exercise Measuring Period equaled Purchase Agreement or exceeded any other Transaction Document; (vi) the Trigger Price VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (yvii) no Equity Conditions Failure existsthe Daily Dollar Trading Volume exceeds $30,000, and (D) where the “Daily Dollar Trading Volume” means the number of shares of Common Stock to be issued to the Holder traded on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or Trading Market on a cashless basis, at particular Trading Day multiplied by the Holder’s sole discretion. Notwithstanding anything to the contrary, no VWAP for such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationday.

Forced Exercise. Subject to the provisions of this Section 2(e), if and only if (i) If at any time following a registration statement shall be effective as to all of the Effective DateWarrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder for the last thirty (30) days, (Aii) the Closing Bid Price Common Stock shall be listed or quoted for trading on the Trading Market for the last thirty (30) days, (iii) there is a sufficient number of authorized shares of Common Stock for issuance of all of the Conversion Shares under the Preferred Stock then outstanding and issuable upon exercise in full of this Warrant and there is no existing Authorized Share Failure for the last thirty (30) days, (iv) there is no Triggering Event or any event that has occurred and, with passage of time or delivery of notice, would result in a Triggering Event for the last thirty (30) days, (v) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (vi) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, (vii) the Holder has not been subject to any restriction or limitation on conversions of shares of Preferred Stock or trading in general from Holder’s prime broker which restricts at all the Holder’s conversions of shares of Preferred Stock then held by the Holder or conversions of any Warrant Shares for the last thirty (30) days, (viii) the average daily trading volume of the Common Stock on the principal Trading Market for the 30 Trading Days immediately prior to a Forced Exercise is equal to or greater not less than $2.625 40,000 and (ix) each VWAP for the Common Stock for the 30 Trading Days immediately prior to a Forced Exercise has not, at any time during such period, been less than $0.05, subject to adjustment for reverse and forward and reverse stock splits, recapitalizations, stock dividends splits and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”)like, and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), then the Company shall have the right to require the Holder to exercise all or any a portion of this Warrant as designated in a Forced equal to up to $400,000 of aggregate Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) Price into Warrant Shares (a “Forced Exercise”) per calendar month commencing on June 3, 2019 and on the first Trading Day of each month thereafter until the earlier of such time that the aggregate amount of Forced Exercises is $2,000,000 and November 1, 2019 (each such date, the “Forced Exercise Date”), which $400,000 and $2,000,000 respectively, of aggregate Exercise Price shall be allocated pro-rata among the Holders of the Warrants based on such Holder’s original Subscription Amount, provided that, in connection with any Forced Exercise, the Holder shall have the right to exercise Series 1 Warrants, Series 2 Warrants, and/or Series 3 Warrants held by such Holder in such Holder’s sole discretion in the amount of the Forced Exercise; provided, however, that any in no event shall a Forced Exercise hereunder occur on any date on which there is not an effective registration statement for the issuance of all of the Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder or on any date on which there is an Authorized Share Failure; provided, further however, that, if the Holder exercises any portion of this Warrant at any time on or prior to a Forced Exercise Date, the Company’s right to require the Holder to exercise a portion of this Warrant shall be cancelled and deemed null and void if the Company fails reduced, on a $1 for $1 basis (based on aggregate Exercise Price of any exercises on or prior to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date), which shall reduce the aggregate Exercise Price subject to the next Forced Exercise hereunder. The Company may exercise its right to require exercise of this Warrant a Forced Exercise under this Section 2(f2(e) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holder and holders of Warrants issued under the Transfer Agent Purchase Agreement (the such notice, a “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the thereof, a “Forced Exercise Notice Date”) no later than two at least ten (210) Trading Days after prior to the applicable Forced Exercise Measuring PeriodDate. The For purposes of this Section 2(e), “Forced Exercise Date” shall be deemed to replace the date of delivery of the Notice of Exercise for all purposes hereunder as if the Holder delivered an Exercise Notice to the Company on the Forced Exercise Date. For the avoidance of doubt, if (i) any Authorized Share Failure or any Triggering Event has occurred and is continuing, unless such Triggering Event has been waived in writing by the Holder, the Company shall have no right to effect a Forced Exercise, provided that such Triggering Event shall have no effect upon the Holder’s right to exercise this Warrant in its discretion, and (ii) the Company may deliver a Forced Exercise Notice delivered shall on the Forced Exercise Notice Date even though certain conditions to the Forced Exercise may only be irrevocable and shall state (A) satisfied on the date on which Forced Exercise Date, provided that the Forced Exercise shall occur (remain contingent upon the “satisfaction of such conditions on the Forced Exercise Date”) which date shall be . If the fifth (5th) Trading Day after the Company elects to cause a Forced Exercise Notice Date, (B) the aggregate number of this Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section 2(e), then the Company must simultaneously take the same action in the other Warrants), (C) (x) that the Closing Bid same proportion with respect to up to $400,000 of aggregate Exercise Price of the Common Stock during each Trading Day in Warrants issued under the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share AmountPurchase Agreement.”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.

Forced Exercise. (i) If at any time following the Effective Date, (A) the Closing Bid Price price per share of the Common Stock is equal to or greater than the volume-weighted average closing price of $2.625 (subject to adjustment 3.50 for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of any ten (10) consecutive Trading Days trading-day period (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectivelyend of any such period, the “Forced Exercise ConditionsTrigger Date”)) at any time after the Issue Date, the Company shall have the right Company, at its option, may elect to require the Holder force Holders to exercise all the Warrants then outstanding into Warrant Shares, in whole or any portion of this Warrant as designated in part on a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) pro-rata basis by delivering a written notice thereof by facsimile and overnight courier to the each Holder and the Transfer Agent no later than fifteen (15) days following such Exercise Trigger Date as provided in Section 4.5(b)(ii) below (the “Forced Exercise Notice” and ”). Forced Exercise Notices shall be given no later than fifteen (15) days following the date applicable Exercise Trigger Date by mailing, by registered or certified mail, return receipt requested, a copy of such notice is deemed delivered to the Warrant Agent and to all of the holders is referred of record of Warrants at their respective addresses appearing on the Warrant Register or books or transfer records of the Company or such other address designated in writing by the holder of record to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring PeriodWarrant Agent. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after of delivery of the Forced Exercise Notice shall be the “Delivery Date.” (ii) The Holders shall have twenty (20) days following the Delivery Date to exercise the Warrants that have been called for forced exercise pursuant to Section 4.5(b)(i), in the manner provided in Section 4.5(a). Any Warrants that have been called for forced exercise pursuant to Section 4.5(b)(i), together with payment of the Exercise Price for all such Warrants, that have not been delivered to the Warrant Agent for exercise after twenty (B20) days following the aggregate number Delivery Date shall be cancelled and all rights of Warrant Shares of which the Holders with respect to such Warrants shall terminate. (iii) Notwithstanding anything to the contrary in this Section 4.5(b), the Company has elected to be subject to may not provide a Forced Exercise from all of the holders of Warrants Notice pursuant to this Section 2(f) (and such similar section in 4.5 at any time at which the other Warrants), (C) (x) that the Closing Bid Price Warrants are not currently exercisable as a result of the Common Stock application of either Section 4.5(c) or Section 4.6. If, during each Trading Day in the period between the Forced Exercise Measuring Period equaled Notice and the Delivery Date, the Warrants become not currently exercisable as a result of the application of either Section 4.5(c) or exceeded Section 4.6, the Trigger Price Delivery Date shall be extended and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock deemed to be issued to the Holder tenth business day after such restriction on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationlapses.

Forced Exercise. In the event that the Closing Sale Price per share of Common Stock exceeds thirty dollars ($30) (appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period) for twenty (20) consecutive Trading Days (such period, the “Forced Exercise Period”), then the Company may, at its sole discretion, if the Equity Conditions are then satisfied, provide written notice, in the manner required for notices delivered to a Buyer (as defined in the Securities Purchase Agreement) pursuant to the Securities Purchase Agreement, to the Holder requiring the Holder to exercise this Warrant in full (and not in part) (the “Forced Exercise Notice”) no later than the fifth (5th) Business Day following the last Trading Day of the Forced Exercise Period. The date of exercise with respect to any such forced exercise shall be the date upon which the Company delivers the Forced Exercise Notice to the Holder (the “Forced Exercise Closing”). If a registration statement covering the issuance or resale of the Warrant Shares issuable pursuant to the Forced Exercise Notice (the “Forced Exercise Warrant Shares”) is available for the issuance or resale of the Forced Exercise Warrant Shares, then the forced exercise shall be a cash exercise. If a registration statement covering the issuance or resale of the Forced Exercise Warrant Shares is not available for the issuance or resale, as applicable of such Forced Exercise Warrant Shares, then the forced exercise may be a cash exercise or cashless exercise in accordance with Section 1(d), at the Holder’s option. So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Forced Exercise Notice has been delivered by the Company, then on or prior to the earlier of (i) If at any time the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the Effective date on which the Forced Exercise Notice has been delivered by the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Forced Exercise Notice has been delivered by the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Shares pursuant to this Section 1(i), also constituting a Share Delivery Date), the Company shall (AX) provided that the Transfer Agent is participating in FAST, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in FAST, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Such forced exercise shall not be required if either (a) the Equity Conditions do not remain satisfied on each Trading Day through the date of the Forced Exercise Notice or (b) the Closing Bid Price per share of Common Stock does not exceed thirty dollars ($30) (appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period) through the date of such notice. If the Equity Conditions are not satisfied during the Forced Exercise Period through the date of the Forced Exercise Notice solely due to the fact that the forced exercise of this Warrant and the issuance of the Forced Exercise Warrant Shares pursuant to such forced exercise would be limited by Section 1(f), then the Company may, in its sole discretion, provide written notice to the Holder requiring the Holder to exercise this Warrant in part (and not in full) for such number of shares that could be issued in compliance with Section 1(f) such that the Holder together with the other Attribution Parties collectively shall beneficially own in the aggregate the Maximum Percentage of the number of shares of Common Stock outstanding as of the Forced Exercise Closing. Notwithstanding the foregoing, if the average daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market during such Forced Exercise Period (the “Average DDT Volume”) is equal to or greater less than ten million dollars ($2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date10,000,000) (the “Trigger PriceMinimum Volume”), then such exercise of this Warrant shall be limited to a number of shares of Common Stock equal to the lesser of (1) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause product of: (A) is satisfied are referred the aggregate number of shares of Common Stock originally subject to herein as this Warrant (adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction that has occurred since the “Issuance Date) multiplied by (B) the quotient of the Average DDT Volume for such Forced Exercise Measuring Period”)Period divided by the Minimum Volume, and (B2) no Equity Conditions Failure shall exist the aggregate number of shares of Common Stock then subject to this Warrant (collectivelyadjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction that has occurred since the “Forced Exercise Conditions”), Issuance Date) assuming a cash exercise of the Warrant. The Company shall have the may not exercise its right to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later more than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result once in any Holder exceeding the Beneficial Ownership Limitationthirty (30) day period.”

Forced Exercise. (i) If Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time following and from time to time, if the Effective Date, (A) the Company’s Closing Bid Price of the Common Stock as quoted by Bloomberg, LP is equal to or greater than Ten Cents ($2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date0.10) (the “Trigger Forced Exercise Price”) for a period of ten twenty (1020) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Pricing Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require force the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice whole or in part during the next five (as defined below)5) Trading Days. In such event the Company shall provide to the Holder written notice at the end of business, as but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent Pricing Period (the “Forced Exercise Notice” and ”). The Holder shall have the date such notice is deemed delivered to all five (5) consecutive calendar days from the day following receipt of the holders is referred Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the Forced Exercise Price as the case maybe (“Forced Exercise Notice DatePeriod”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period). The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which Furthermore during the Forced Exercise Period the Company shall occur (only be entitled to force the “Forced Exercise Date”) which date shall be the Holder to exercise an amount equal to one fifth (5th1/5th) Trading Day after the average daily volume of the shares of the Company’s Common Stock traded, as quoted by Bloomberg, LP, during the Forced Exercise Notice Date, (B) Pricing Period. Furthermore the aggregate Holder shall have the right to reduce the number of Warrant Shares shares of which Common Stock the Company has elected forced the Holder to be subject to exercise hereunder during the Forced Exercise from all Period by such number of shares of the holders of Warrants pursuant to this Section 2(f) (and such similar section Company’s Common Stock exercised by the Holder during the Forced Exercise Pricing Period. Provided however in the other Warrants), (C) (x) event that the Closing Bid Price of the Company’s Common Stock Stock, as quoted by Bloomberg, LP, during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on is lower than the Forced Exercise Date (Price the “Forced Exercise Warrant Share Amount”). Each Forced Exercise Company shall either be effected as a cash not have the right to force the Holder to exercise this Warrant, in whole or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationpart.

Forced Exercise. (i) If Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time following and from time to time, if the Effective Date, (A) the Company’s Closing Bid Price of the Common Stock as quoted by Bloomberg, LP is equal to or greater than Sixteen Cents ($2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date0.16) (the “Trigger Forced Exercise Price”) for a period of ten twenty (1020) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Pricing Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require force the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice whole or in part during the next five (as defined below)5) Trading Days. In such event the Company shall provide to the Holder written notice at the end of business, as but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent Pricing Period (the “Forced Exercise Notice” and ”). The Holder shall have the date such notice is deemed delivered to all five (5) consecutive calendar days from the day following receipt of the holders is referred Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the Forced Exercise Price as the case maybe (“Forced Exercise Notice DatePeriod”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period). The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which Furthermore during the Forced Exercise Period the Company shall occur (only be entitled to force the “Forced Exercise Date”) which date shall be the Holder to exercise an amount equal to one fifth (5th1/5th) Trading Day after the average daily volume of the shares of the Company’s Common Stock traded, as quoted by Bloomberg, LP, during the Forced Exercise Notice Date, (B) Pricing Period. Furthermore the aggregate Holder shall have the right to reduce the number of Warrant Shares shares of which Common Stock the Company has elected forced the Holder to be subject to exercise hereunder during the Forced Exercise from all Period by such number of shares of the holders of Warrants pursuant to this Section 2(f) (and such similar section Company’s Common Stock exercised by the Holder during the Forced Exercise Pricing Period. Provided however in the other Warrants), (C) (x) event that the Closing Bid Price of the Company’s Common Stock Stock, as quoted by Bloomberg, LP, during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on is lower than the Forced Exercise Date (Price the “Forced Exercise Warrant Share Amount”). Each Forced Exercise Company shall either be effected as a cash not have the right to force the Holder to exercise this Warrant, in whole or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationpart.

Forced Exercise. Subject to the provisions of this Section 2(e), if and only if (i) If at any time following a registration statement shall be effective as to all of the Effective DateWarrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder for the last thirty (30) days, (Aii) the Closing Bid Price of the Common Stock shall be listed or quoted for trading on the Trading Market for the last thirty (30) days, (iii) there is equal to a sufficient number of authorized shares of Common Stock for issuance of all of the Conversion Shares under the Preferred Stock then outstanding and issuable upon exercise in full of this Warrant and there is no existing Authorized Share Failure for the last thirty (30) days, (iv) there is no Triggering Event or greater than $2.625 any event that has occurred and, with passage of time or delivery of notice, would result in a Triggering Event for the last thirty (30) days, (v) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (vi) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates and (vii) the Holder has not been subject to adjustment any restriction or limitation on conversions of shares of Preferred Stock or trading in general from Holder’s prime broker which restricts at all the Holder’s conversions of shares of Preferred Stock then held by the Holder or conversions of any Warrant Shares for forward and reverse stock splitsthe last thirty (30) days, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), then the Company shall have the right to require the Holder to exercise all or any a portion of this Warrant as designated in a Forced equal to up to $250,000 of aggregate Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) Price into Conversion Shares (a “Forced Exercise”)) on the thirtieth (30th) day following the Initial Exercise Date (such date, the “Forced Exercise Date”, which $250,000 of aggregate Exercise Price shall be allocated pro-rata among the Holders of the Warrants based on such Holder’s number of Warrants; provided, however, that any in no event shall a Forced Exercise hereunder shall be cancelled occur on any date on which there is not an effective registration statement for the issuance of all of the Warrant Shares and deemed null and void if the prospectus thereunder available for use by the Company fails for the sale of all such Warrant Shares to satisfy the Holder or on any of the Forced Exercise Conditions during any of the Trading Days in the period commencing date on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Datewhich there is an Authorized Share Failure. The Company may exercise its right to require exercise of this Warrant a Forced Exercise under this Section 2(f2(e) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holder and holders of Warrants issued under the Transfer Agent Purchase Agreement (the such notice, a “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the thereof, a “Forced Exercise Notice Date”) no later than two at least three (23) Trading Days after prior to the applicable Forced Exercise Measuring PeriodDate. The For purposes of this Section 2(e), “Forced Exercise Date” shall be deemed to replace the date of delivery of the Notice of Exercise for all purposes hereunder as if the Holder delivered an Exercise Notice to the Company on the Forced Exercise Date. For the avoidance of doubt, if (i) any Authorized Share Failure or any Triggering Event has occurred and is continuing, unless such Triggering Event has been waived in writing by the Holder, the Company shall have no right to effect a Forced Exercise, provided that such Triggering Event shall have no effect upon the Holder’s right to exercise this Warrant in its discretion, and (ii) the Company may deliver a Forced Exercise Notice delivered shall on the Forced Exercise Notice Date even though certain conditions to the Forced Exercise may only be irrevocable and shall state (A) satisfied on the date on which Forced Exercise Date, provided that the Forced Exercise shall occur (remain contingent upon the “satisfaction of such conditions on the Forced Exercise Date”) which date shall be . If the fifth (5th) Trading Day after the Company elects to cause a Forced Exercise Notice Date, (B) the aggregate number of this Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section 2(e), then the Company must simultaneously take the same action in the other Warrants), (C) (x) that the Closing Bid same proportion with respect to up to $250,000 of aggregate Exercise Price of the Common Stock during each Trading Day in Warrants issued under the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Purchase Agreement.]4 _____________ 4 Series 1 Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.only