Common use of Redemption Right Clause in Contracts

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on No sooner than sixty (60) days nor later than ten (10) days prior to the later consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or email and overnight courier to the Holder (ia “Change of Control Notice”). At any time during the period beginning after the earlier of Holder’s receipt of a Change of Control Notice or public announcement of a Change of Control and ending twenty (20) Trading Days after the Shareholder Approval Date date of the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the amount of Principal the Holder is electing to require the Company to redeem and (ii) the date on which the Resale Registration Statement Change of Control redemption shall occur (the “Change of Control Redemption Date”), which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Change of Control Redemption Notice. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company at a price (the “Change of Control Redemption Price”) equal to the amount of the Company Redemption Price (as defined in Section 8(b)), and shall be paid in accordance with the Warrant Exercise AgreementCash and Stock Payment Mechanic (as defined in Section 8(b)) is declared effective (it being understood that references therein to the Company Redemption Date shall be deemed references to the Change of Control Redemption Date). (ii) Redemptions required by this Section 5 shall be made in accordance with the SEC, this Warrant may be redeemed at the option provisions of Section 9 and shall have priority to payments to stockholders in connection with a Change of Control as such redemption obligation shall constitute a debt obligation of the Company. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the amount of Principal to be redeemed under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder into Common Stock for such ten pursuant to Section 3 (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)including, the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i)without limitation, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any receive the amounts set forth in Section 3(f)). The Change of Control Redemption Price will be payable regardless of whether the amount of Principal to be redeemed is redeemed for cash or converted to shares of Common Stock pursuant to Section 3(f). The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on Upon the later occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (i2) Business Days deliver written notice thereof via facsimile or email and overnight courier (an “Event of Default Notice”) to the Shareholder Approval Date Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (iithe “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the amount of Principal of this Note the Holder is electing to require the Company to redeem and the date on which the Resale Registration Statement Event of Default redemption shall occur (the “Event of Default Redemption Date”) which date shall not be less than five (5) Business Days nor more than ten (10) Business Days after the date of the Event of Default Redemption Notice. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price (the “Event of Default Redemption Price”) equal to the product of (A) the amount of Principal plus any accrued and unpaid Interest to be redeemed and (B) the Event of Default Redemption Premium, and shall be paid in accordance with the Cash and Stock Payment Mechanic (as defined in Section 8(b)) (it being understood that references therein to the Warrant Exercise Agreement) is declared effective by Company Redemption Date shall be deemed references to the SEC, this Warrant may be redeemed at the option Event of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000Default Redemption Date). (ii) The price at which Redemptions required by this Warrant may Section 4(b) shall be redeemed (made in accordance with the “Redemption Price”provisions of Section 9. To the extent redemptions required by this Section 4(b) is $0.0001 per Warrant Share. On and after are deemed or determined by a court of competent jurisdiction to be prepayments of the date upon which such Warrant is redeemed Note by the Company (the “Company, such redemptions shall be deemed to be voluntary prepayments. If a Change of Control transaction is publicly announced at a time when an Event of Default has occurred and is continuing but prior to redemption pursuant to an Event of Default Redemption Date”)Notice, the Holder may elect to receive the Change of a redeemed Warrant shall be entitled to payment Control Redemption Price instead of the Event of Default Redemption Price upon surrender Price. If a Change of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least Control transaction is publicly announced within thirty (30) days prior following a redemption pursuant to the an Event of Default Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i)Notice, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease be entitled to represent an additional payment equal to the right additional amount the Holder would have been entitled to purchase receive had the Change of Control been publicly announced pursuant to this Section 4(b). The parties hereto agree that in the event of the Company’s redemption of any shares portion of Common Stock the Note or other payment payable under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default Redemption Premium due under this Section 4(b) is intended by the parties to be, and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. No sooner than twenty-five (i25) Beginning on days nor later than twenty (20) days prior to the later consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (ia “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the Shareholder Approval anticipated Change of Control Redemption Date and (ii) the date on which the Resale Registration Statement (as defined in Section 10(a)) if then known. At any time during the Warrant Exercise Agreementperiod beginning on the earlier to occur of (x) is declared effective any oral or written agreement by the SECCompany or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Warrant Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment suitable substitute investment opportunity for the Holder. Accordingly, any Change of the Redemption Price upon surrender of the Warrant to the Company. (iiiControl redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 1.25 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. No sooner than twenty (i20) Beginning days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning on the later earlier to occur of (ix) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Shareholder Approval Date Holder becoming aware of a Change of Control and (iiz) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on which the Resale Registration Statement date immediately preceding the earlier to occur of (as defined x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the Warrant Exercise Agreement“Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 5(b) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder into Common Stock for such ten (10) Trading Day period referred pursuant to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate3. In the event of a partial redemption of this Note pursuant hereto, the certificate so returned represents a number Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Change of Warrant Shares Control Redemption Notice. The parties hereto agree that in excess the event of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number Company’s redemption of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning portion of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be exercised ratably among deemed, a reasonable estimate of the Holders based on each Holder’s initial purchase actual loss of Warrantsits investment opportunity and not as a penalty.

Redemption Right. (i) i. Beginning on the later one-year anniversary of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) 30 days’ prior noticenotice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the date on which (i) the VWAP closing price of the Company’s common stock on the Company’s primary Trading Market has equaled or exceeded $5.50 [●] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value trading volume of the Common Stock for on the Company’s primary Trading Market has exceeded [●] shares on each of such ten (10) Trading Day period Days referred to in this Section 2(f)(i) exceeded $150,000). (ii) . The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 [●] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) . Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iiiii) taking such other steps as may be required under applicable law. (iv) . From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall shall, upon payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled cancelled and void and of no further force or effect without any further act or deed on the part of the Company. (v) v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not Not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication consummation of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares Change of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemedControl, the Company shall as promptly as practicable issue deliver written notice thereof to the Holder (a new certificate “Change of Control Notice”) setting forth a description of such transaction in bookreasonable detail and the anticipated date of the consummation of such Change of Control if then known. At any time during the period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the Parent Guarantor or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder’s receipt of a Change of Control Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending twenty-entry form for five (25) Trading Days after the number date of unredeemed Warrant Shares. the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (via “Holder Change of Control Redemption Notice”) Notwithstanding anything to the contrary set forth in this WarrantCompany, which Holder Change of Control Redemption Notice shall indicate the Redemption Amount the Holder is electing to require the Company to redeem. Within ten (10) days before or after the applicable Change of Control, the Company may redeem (a “Company Change of Control Redemption”) all but not require the cancellation less than all of this Warrant Note by delivering written notice (and any related a “Company Change of Control Redemption Notice” and, together with a Holder Change of Control Redemption Notice, a “Change of Control Redemption Notice”) to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be voidpermitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), unless, from then it must simultaneously take the beginning same action with respect to all Other Notes and Additional Notes then outstanding. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the sum of (A) the Redemption Amount of the Redemption Notice Date through the Redemption Date, Notes being redeemed and (1B) the Company Make-Whole Amount (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall have honored be made in accordance with the terms provisions of Section 8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Warrant all Notices Section 5(b) are deemed or determined by a court of Exercise delivered competent jurisdiction to be prepayments of the Note by 6:30 p.m. (New Yorkthe Company, New York time) on the Redemption Date, (2) a registration statement such redemptions shall be effective as deemed to all Warrant Shares and be voluntary prepayments. The parties hereto agree that in the prospectus thereunder available for use by event of the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach Company’s redemption of any provision portion of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be exercised ratably among deemed, a reasonable estimate of the Holders based on each Holder’s initial purchase actual loss of Warrantsits investment opportunity and not as a penalty.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to: (i) Beginning with respect to an Event of Default Redemption related to an Event of Default described in Section 6(a)(i) or Section 6(a)(v) as it relates to the Company’s failure to deliver the required number of shares of Common Stock on the later applicable Share Delivery Date, the greater of (ix) 112% of the Conversion Amount being redeemed and (y) the Shareholder Approval Date product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest Event of Default Conversion Price in effect during such period and (ii) with respect to an Event of Default Redemption related to any other Event of Default, 112% of the date on which Conversion Amount being redeemed (the Resale Registration Statement “Event of Default Redemption Price”). To the extent redemptions required by this Section 6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6, but subject to Section 3(d), until the Event of Default Redemption Price (as defined in the Warrant Exercise Agreementtogether with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 6(b) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3 and Section 5(b). The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”6(b), the Holder Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 6(b) is intended by the parties to be, and shall be entitled to payment deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Receipt of the Event of Default Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent be the right to purchase any shares of Common Stock sole and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part exclusive remedy of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation portion of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning Note so redeemed in connection with an Event of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsDefault hereunder.

Redemption Right. No sooner than twenty-five (i25) Beginning on days nor later than twenty (20) days prior to the later consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (ia "Change of Control Notice") setting forth a description of such transaction in reasonable detail and the Shareholder Approval anticipated Change of Control Redemption Date and (ii) the date on which the Resale Registration Statement (as defined in Section 11(a)) if then known. At any time during the Warrant Exercise Agreementperiod beginning on the earlier to occur of (x) is declared effective any oral or written agreement by the SECCompany or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a "Change of Control Redemption") all or any portion of this Warrant Note by delivering written notice thereof ("Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company's redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment suitable substitute investment opportunity for the Holder. Accordingly, any Change of the Redemption Price upon surrender of the Warrant to the Company. (iiiControl redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part deemed, a reasonable estimate of the CompanyHolder's actual loss of its investment opportunity and not as a penalty. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (iIn the event that the Board approval described in Section 6.02(c) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving has not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time been obtained within 135 days after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period notice referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (6.01 or a Sale of the “Redemption Price”) is $0.0001 per Warrant Share. On and Company has not been completed within 165 days after the date upon which of such Warrant is redeemed by the Company (the “Redemption Date”)notice, the Holder of a redeemed Warrant Majority Investors shall be entitled to payment of have the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant right by written notice (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by require the Company (i) providing notice to redeem all of the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release Warrants and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock then held by the Investors, in each case at a price equal to the applicable Redemption Price for each such Warrant or share redeemed (the “Redemption”). The “Redemption Price” for purposes of this Section 6.03 shall equal (x) in the case of a Warrant, the fair value of the Warrant as of a date (the “Valuation Date”) that is no earlier than the fifth business day prior to the date of payment of the Redemption Price, as determined by an Independent Financial Expert (using standard option pricing models for American style options, such as the ▇▇▇-▇▇▇▇▇▇▇▇▇▇ binomial model, taking into account the intrinsic and shall option value of the Warrant but assuming annualized volatility of 110% over the Warrant’s remaining term), and (y) in the case of a share of Common Stock, the higher of (a) the fair value of such share of Common Stock as of the Valuation Date, as determined by the Independent Financial Expert (using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be deemed canceled most appropriate, assuming the shares of Common Stock then held by the Investors are fully distributed and void are to be sold in an arm’s-length transaction and of there was no further force or effect without any further act or deed compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors), and (b) the Company. Market-Based Value as of the Valuation Date, in each case of (vx) By acceptance of this Warrant, and (y) plus interest thereon from the Holder undertakes to return the certificate representing any redeemed Warrant Valuation Date to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number date of Warrant Shares in excess payment of the number being redeemed, Redemption Price at the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number rate of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related 5.0% per annum. The Redemption Notice Price shall be void), unless, from due and payable on or before the beginning later to occur of (a) the tenth Business Day after the date of the delivery of the Redemption Notice Date through and (b) the fifth Business Day after the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use Price has been determined by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesIndependent Financial Expert, and (5) the issuance of all Warrant Shares subject if not timely paid, shall bear interest thereafter at a default interest rate equal to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants5.0% compounded monthly and payable upon demand.

Redemption Right. (ia) Beginning If, at any time during the period commencing on the later first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, the rolling volume weighted average price of the ADS as quoted on the NASDAQ for any given thirty (30) consecutive Trading Day period is below US$4.0 per ADS (the “Redemption Right Triggering Event”), Purchaser may, at any time before the end of a period of fifteen (15) Business Days after the second anniversary of the Closing (“Redemption Notice Period”), elect, in its sole discretion, by giving a written notice to the Company (the “Redemption Notice”), to require the Company to redeem all (but not less than all) of the Remaining Subject Shares held by Purchaser as of the date of the Redemption Notice. Such Redemption Notice shall be delivered to the Company’s registered office address and business address at ▇▇▇▇▇▇▇▇ ▇▇. ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, People’s Republic of China. (b) If the Redemption Right Triggering Event has occurred and Purchaser exercises its Redemption Right pursuant to Section 5.13(a), (i) the Shareholder Approval Date and Company shall, within fifteen (ii15) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time Business Days after the date on which the Redemption Notice is given, pay to Purchaser in respect of the Remaining Subject Shares as of the Redemption Date an amount equal to (iA) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value Unreleased Investment Amount as of the Common Stock for such ten Redemption Date multiplied by (10B) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed 120% (the “Redemption Price”) is $0.0001 per Warrant Share. On and after ), in accordance with Section 5.15 (the date upon on which such Warrant the Redemption Price is redeemed by the Company (so paid, the “Redemption Date”), and (ii) upon the Holder of a redeemed Warrant Redemption Date and subject to the Purchaser receiving the Redemption Price in full, Purchaser shall promptly take any action which may be necessary to release and discharge the Security over the Collateral Account, and HK Holdco shall own and be entitled to payment withdraw all the Cash Collateral on deposit at the Collateral Account, free and clear of any Encumbrance, subject to Section 5.15. If the Redemption Price upon surrender of the Warrant Right Triggering Event has occurred but Purchaser does not exercise its Redemption Right pursuant to this Section 5.13 nor exercise its rights pursuant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i)Option Deed, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company effective upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning expiration of the Redemption Notice Date through Period, Purchaser shall promptly take any action which may be necessary to release and discharge the Security over the Collateral Account, and HK Holdco shall own and be entitled to withdraw all the Cash Collateral on deposit at the Collateral Account, free and clear of any Encumbrance. (c) Subject to other sections of this Agreement, if the Redemption DateRight Triggering Event does not occur, (1) upon the Company second anniversary of Closing, Purchaser shall have honored in accordance with promptly take any action which may be necessary to release and discharge the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on Security over the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesCollateral Account, and (5) HK Holdco shall own and be entitled to withdraw all the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach Cash Collateral on deposit at the Collateral Account, free and clear of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsEncumbrance.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 [*]4 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 4 150% of the Exercise Price.

Redemption Right. (i) i. Beginning on the later one-year anniversary of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) 30 days’ prior noticenotice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the date on which (i) the VWAP closing price of the Company’s common stock on the Company’s primary Trading Market has equaled or exceeded $5.50 4.87 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value trading volume of the Common Stock for on the Company’s primary Trading Market has exceeded 100,000 shares on each of such ten (10) Trading Day period Days referred to in this Section 2(f)(i) exceeded $150,0005(f)(i). (ii) . The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 0.025 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) . Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iiiii) taking such other steps as may be required under applicable law. (iv) . From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall shall, upon payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled cancelled and void and of no further force or effect without any further act or deed on the part of the Company. (v) v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) 30 days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the average daily VWAP exceeded $5.50 for ten (10) 10 consecutive Trading Days has equaled or exceeded $3.00 and (ii) the average daily Trading Value trading volume of the Common Stock for such ten (10) 10 Trading Day period referred to in this Section 2(f)(i) is or exceeded $150,000250,000 shares of Common Stock. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i)the Exchange Agreement, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled cancelled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York N.Y. time) on the Redemption Date, (2) a registration statement shall be effective as to all covering the Warrant Shares and held the prospectus thereunder available for use by Holder which the Company for the sale of all such Warrant Shares is seeking to the Holderredeem, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call redeem the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s (or its assignee’s) initial purchase of WarrantsWarrants if there is more than one Holder.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 0.76 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not Not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication consummation of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares Change of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemedControl, the Company shall as promptly as practicable issue deliver written notice thereof to the Holder (a new certificate "Change of Control Notice") setting forth a description of such transaction in bookreasonable detail and the anticipated date of the consummation of such Change of Control if then known. At any time during the period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the Company or any of its Subsidiaries (the "Announcement Date"), upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder's receipt of a Change of Control Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending twenty-entry form for five (25) Trading Days after the number date of unredeemed Warrant Shares. the consummation of such Change of Control, the Holder may require the Company to redeem (via "Holder Change of Control Redemption") Notwithstanding anything all or any portion of this Note by delivering written notice thereof (a "Holder Change of Control Redemption Notice") to the contrary set forth in this WarrantCompany, which Holder Change of Control Redemption Notice shall indicate the Redemption Amount the Holder is electing to require the Company to redeem. Within ten (10) days before or after the applicable Change of Control, the Company may redeem (a "Company Change of Control Redemption" and, together with a Holder Change of Control Redemption, a "Change of Control Redemption") all but not require the cancellation less than all of this Warrant Note by delivering written notice (and any related a "Company Change of Control Redemption Notice" and, together with a Holder Change of Control Redemption Notice, a "Change of Control Redemption Notice") to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be voidpermitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), unless, from then it must simultaneously take the beginning same action with respect to all Other Notes and Additional Notes then outstanding. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the sum of (A) the Redemption Amount of the Redemption Notice Date through the Redemption Date, Notes being redeemed and (1B) the Company Make-Whole Amount (the "Change of Control Redemption Price"). Redemptions required by this Section 5 shall have honored be made in accordance with the terms provisions of Section 8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Warrant all Notices Section 5(b) are deemed or determined by a court of Exercise delivered competent jurisdiction to be prepayments of the Note by 6:30 p.m. (New Yorkthe Company, New York time) on the Redemption Date, (2) a registration statement such redemptions shall be effective as deemed to all Warrant Shares and be voluntary prepayments. The parties hereto agree that in the prospectus thereunder available for use by event of the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach Company's redemption of any provision portion of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f5(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be exercised ratably among deemed, a reasonable estimate of the Holders based on each Holder’s initial purchase 's actual loss of Warrantsits investment opportunity and not as a penalty.

Redemption Right. Subject to the terms and conditions herein (iincluding without limitation Section 4(c) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined below), in the Warrant Exercise Agreementevent that the Company enters into an agreement with a nationally recognized investment banking firm ("UNDERWRITER") is declared effective by to effect a firm commitment registered underwritten public offering of Common Stock (excluding equity-line transactions and transactions with affiliates) yielding proceeds for the SECCompany in excess of $10 million ("OFFERING") and such Underwriter requires that the Company redeem all or part of the outstanding Notes in full as a condition for consummating such Offering, this Warrant may then the Company shall have the right to redeem for cash such portion of the outstanding Notes as the Underwriter requires to be redeemed at a redemption price equal to (a) the option Principal Amount outstanding of the CompanyNotes (which includes default interest and Accreted Amounts accrued hereunder through the redemption date), in whole or in part, by giving not less than thirty plus (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (ib) the VWAP exceeded $5.50 for ten dollar amount of default interest and Accreted Amounts (10in cash) consecutive Trading Days which would have accrued and (ii) accreted on the average daily Trading Value of outstanding Notes being redeemed from the Common Stock for redemption date through the originally scheduled Maturity Date had such ten (10) Trading Day period referred Notes remained outstanding until the Maturity Date. In order to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which exercise such Warrant is redeemed by redemption right, the Company shall deliver to all holders of Notes an irrevocable redemption notice (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled "REDEMPTION NOTICE") electing to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given so redeem at least thirty (30) 30 days prior to the Redemption Date any such redemption (the “period between such Redemption Notice Date”) by and such actual redemption hereinafter referred to as the "REDEMPTION NOTICE PERIOD"), provided that the Company may not deliver such notice if there is not Effective Registration at such time. The redemption date shall occur no earlier than the closing of the Offering and no later than fifteen (i15) providing notice to days following the Holder closing of the Offering. If the Offering is not consummated as provided in Section 5(i)contemplated herein, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that Company shall not have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock redeem the Notes in connection with such Offering and the applicable Redemption Notice shall be deemed canceled null and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warranteffect. For clarification purposes, the Holder undertakes shall have the right to return the certificate representing convert any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation all of this Warrant (Note at any time and any related Redemption Notice shall be void), unless, from the beginning of time to time during the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsPeriod.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 [__] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000[____]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 [___] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) i. Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) 30 days’ prior noticenotice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the date on which (i) the VWAP has equaled or exceeded $5.50 [●]2 the Exercise Price for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for on such ten (10) Trading Day period Days referred to in this Section 2(f)(i) exceeded $150,000. (ii) . The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) . Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) . From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled cancelled and void and of no further force or effect without any further act or deed on the part of the Company.. ____________ 2 Insert amount that is 150% of the Exercise Price (v) v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) . Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York City time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the No later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication consummation of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares Change of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemedControl, the Company shall as promptly as practicable issue deliver written notice thereof via electronic mail and overnight courier to the Holder (a new certificate "Change of Control Notice") setting forth a description of such transaction in bookreasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending twenty-entry form for five (25) days after the number date of unredeemed Warrant Shares. the consummation of such Change of Control, the Holder may require the Company to redeem (via "Change of Control Redemption") Notwithstanding anything all or any portion of this Note by delivering written notice thereof ("Change of Control Redemption Notice") to the contrary set forth in this WarrantCompany, the Company may not require the cancellation which Change of this Warrant (and any related Control Redemption Notice shall be void), unless, from indicate the beginning of Note Amount the Redemption Notice Date through the Redemption Date, (1) Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall have honored be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Note Amount being redeemed (the "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the terms provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Warrant all Notices Section 5(b) are deemed or determined by a court of Exercise delivered competent jurisdiction to be prepayments of the Note by 6:30 p.m. (New Yorkthe Company, New York time) on the Redemption Date, (2) a registration statement such redemptions shall be effective as deemed to all Warrant Shares and be voluntary prepayments. The parties hereto agree that in the prospectus thereunder available for use by event of the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach Company's redemption of any provision portion of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f) shall 5(b), the Holder's damages would be exercised ratably among uncertain and difficult to estimate because of the Holders based on each parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder’s initial purchase of Warrants.

Redemption Right. No sooner than twenty-five (i25) Beginning days nor later than twenty (20) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning on the later earlier to occur of (ix) any oral or written agreement by the Company or any of its Subsidiaries to consummate a transaction that would reasonably be expected to result in a Change of Control, (y) the Shareholder Approval Date Holder becoming aware of a Change of Control and (iiz) the Holder’s receipt of a Change of Control Notice, and ending twenty-five (25) Trading Days after the date on of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Resale Registration Statement Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 115% of the Conversion Amount being redeemed (as defined the “Change of Control Redemption Price”). Redemptions pursuant to this Section 5 shall be made in accordance with the Warrant Exercise Agreementprovisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 5(b) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment suitable substitute investment opportunity for the Holder. Accordingly, any Change of the Redemption Price upon surrender of the Warrant to the Company. (iiiControl redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the No later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication consummation of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares Change of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemedControl, the Company shall as promptly as practicable issue deliver written notice thereof via electronic mail and overnight courier to the Holder (a new certificate “Change of Control Notice”) setting forth a description of such transaction in bookreasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-entry form for five (25) days after the number date of unredeemed Warrant Shares. the consummation of such Change of Control, the Holder may require the Company to redeem (via “Change of Control Redemption”) Notwithstanding anything all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the contrary set forth in this WarrantCompany, the Company may not require the cancellation which Change of this Warrant (and any related Control Redemption Notice shall be void), unless, from indicate the beginning of Note Amount the Redemption Notice Date through the Redemption Date, (1) Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall have honored be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Note Amount being redeemed (the “Change ​ ​ of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the terms provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Warrant all Notices Section 5(b) are deemed or determined by a court of Exercise delivered competent jurisdiction to be prepayments of the Note by 6:30 p.m. (New Yorkthe Company, New York time) on the Redemption Date, (2) a registration statement such redemptions shall be effective as deemed to all Warrant Shares and be voluntary prepayments. The parties hereto agree that in the prospectus thereunder available for use by event of the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach Company’s redemption of any provision portion of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f) shall be exercised ratably among 5(b), the Holders based on each Holder’s initial purchase damages would be uncertain and difficult to estimate because of Warrantsthe parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.

Redemption Right. The shares of Senior Preferred will not be redeemable, except as otherwise agreed between the Company and any holder or holders of Senior Preferred and except that: (i) Beginning during the period beginning on March 8, 2005 and ending on March 8, 2006 (the later “Initial Redemption Period”), the Company may, upon 15 business days prior notice to the holders of (i) Senior Preferred, redeem all or any portion of the Shareholder Approval Date then-outstanding Senior Preferred at 100% of the then-applicable Liquidation Price plus accrued and (ii) unpaid dividends to the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000.payment; and (ii) The price provided it has redeemed during the period from July 15, 2005 through the end of the Initial Redemption Period at which this Warrant may be redeemed least 400,000 shares of Senior Preferred Stock, the Company shall have the right during the period beginning on March 9, 2006 and ending on December 31, 2006 (the “Second Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption DatePeriod”), upon 15 business days prior notice to the Holder holders of a redeemed Warrant shall be entitled Senior Preferred, to payment redeem all or any portion of the Redemption Price upon surrender then-outstanding Senior Preferred at 100% of the Warrant then-applicable Liquidation Price plus accrued and unpaid dividends to the Company.date of payment; and (iii) Notice provided the Company has redeemed during the period beginning on July 15, 2005 through the end of redemption the Second Redemption Period at least 800,000 shares of this Warrant Senior Preferred Stock, the Company shall have the right during the period beginning on January 1, 2007 and ending on December 31, 2007 (the “Third Redemption NoticePeriod,” each of the Initial Redemption Period, the Second Redemption Period and the Third Redemption Period being called a “Redemption Period”) shall be given at least thirty (30) ), upon 15 business days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i)holders of Senior Preferred, (ii) notifying to redeem all or any portion of the Holders then-outstanding Senior Preferred at 100% of such redemption via publication the then-applicable Liquidation Price plus accrued and unpaid dividends to the date of a press release and (iii) taking such other steps as may be required under applicable law.payment; and (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed beginning on the part fifth anniversary of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess expiration of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related last Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) Period during which the Company shall have honored in accordance with the terms right to redeem Senior Preferred Stock based on the Company’s redemption of Senior Preferred pursuant to subparts (i) through (iii) of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New YorkSection 7(a), New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares may, upon 15 business days prior notice to the Holderholders of Senior Preferred, (3) redeem all or any portion of the Common Stock shall be listed or quoted for trading on then-outstanding Senior Preferred at 101% of the Trading Market, (4) there is a sufficient number then-applicable Liquidation Price plus accrued and unpaid dividends to the date of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrantspayment.

Redemption Right. No sooner than twenty-five (i25) Beginning on days nor later than twenty (20) days prior to the later consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (ia “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the Shareholder Approval anticipated Change of Control Redemption Date and (ii) the date on which the Resale Registration Statement (as defined in Section 11(a)) if then known. At any time during the Warrant Exercise Agreementperiod beginning on the earlier to occur of (x) is declared effective any oral or written agreement by the SECCompany or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Warrant Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment suitable substitute investment opportunity for the Holder. Accordingly, any Change of the Redemption Price upon surrender of the Warrant to the Company. (iiiControl redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. From the date hereof until January 31, 2009, each Investor Stockholder shall have the following redemption rights: (a) In addition to all other rights of any Investor Stockholder contained herein, within 60 days following a Triggering Event any Investor Stockholder may notify the Company in writing (the "REDEMPTION NOTICE") of such Investor Stockholder's desire to cause the Company to redeem all or any portion of the Redeemable Securities held by such Investor Stockholder for their Redemption Price. Furthermore, following an event described in clause (ii) of the definition of a "Triggering Event", but prior to an event described in clause (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Companydefinition of a "Triggering Event", in whole an Investor Stockholder may convert all or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value portion of the Common Stock Conversion Amount of any Convertible Note for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder purpose of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed tendering for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Companyissuance upon such exercise pursuant to this Section 3.1. (vb) By acceptance of this WarrantIf the Company receives a Redemption Notice pursuant to Section 3.1(a), the Holder undertakes to return the certificate representing any redeemed Warrant it shall deliver to the Company upon their redemption and to indemnify tendering Investor Stockholders in writing within thirty days of the receipt by the Company of the Redemption Notice, a notice stating: (i) the date as of which such redemption shall occur which date (the "REDEMPTION CLOSING") shall be not less than ten days nor more than thirty days following the date of such notice, but in any event prior to January __, 2009; (ii) the Redeemable Securities to be redeemed from the such Investor Stockholders and the Redemption Price (which shall be calculated as of the date of the Redemption Notice) and (iii) the place or places where the Redeemable Securities are to be surrendered for payment, subject to Section 3.1(e) below with respect to any lossesConvertible Notes. (c) If the Company fails to pay the Redemption Price on the date fixed for redemption, claims, damages, or liabilities arising from in addition to any other remedies available to the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemedInvestor Stockholders, the Company shall as promptly as practicable issue to also pay interest thereon at the Holder a new certificate rate of 1.5% per month (prorated for partial months) until such Redemption Price, any interest thereon and all accrued and unpaid interest on the Convertible Notes shall have been paid in book-entry form for the number of unredeemed Warrant Sharesfull. (vid) At the Redemption Closing, the tendering Investor Stockholders shall deliver to the Company any Redeemable Shares being tendered for redemption, in each case, duly endorsed for transfer to the Company, and subject to Section 3.1(e), any Convertible Notes being tendered for redemption, and the Company shall deliver to each tendering Investor Stockholder a cashier's or certified check payable to such Investor Stockholder in an amount equal to the Redemption Price payable thereto plus all accrued and unpaid interest on the Convertible Notes held by such Investor Stockholder being tendered for redemption. (e) Notwithstanding anything to the contrary set forth in this Warrantherein, the Company may not require the cancellation upon redemption of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning portion of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored Convertible Notes in accordance with the terms hereof, the Investor Stockholders shall not be required to physically surrender any of the Convertible Notes to the Company unless the full Conversion Amount then outstanding with respect thereto is being redeemed. The Company shall maintain records showing the Conversion Amount so redeemed and the dates of such redemptions or shall use such other method, reasonably satisfactory to the Investor Stockholders, so as not to require physical surrender of any Convertible Note upon any such partial redemption. Notwithstanding the foregoing, if any portion of a Convertible Note is redeemed as aforesaid, thereafter, the holder thereof may not transfer a Convertible Note unless such Investor Stockholder first physically surrenders such Convertible Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Investor Stockholder a new Convertible Note (a "NEW CONVERTIBLE NOTE") of like tenor, registered as such Investor Stockholder may request, representing in the aggregate the remaining Conversion Amount represented by the Convertible Note. The Investor Stockholders and any assignees, by acceptance of the Convertible Notes or any New Convertible Note, acknowledge and agree that, by reason of the provisions of this Warrant all Notices paragraph, following redemption of Exercise delivered any portion of any Convertible Note, the Conversion Amount represented by 6:30 p.m. (a New York, New York time) Convertible Note may be less than the principal amount set forth on the Redemption Dateface of the corresponding Convertible Note dated January 31, 2000. (2f) a registration statement The Company shall be effective not (and shall not permit any Affiliate of the Company to) hereafter enter into any contract or other consensual arrangement that by its terms restricts the Company's ability to redeem any of the Redeemable Securities, except as to all Warrant Shares provided in the Senior Credit Agreement and the prospectus thereunder available for use by Subordination Agreement (as defined in the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsPurchase Agreement).

Redemption Right. Following the occurrence of a Redemption Event, the Wafra Representative shall have the right for a ninety (i90) Beginning on day period, exercisable by delivering a written notice to the later of Digital Colony Representative (ia “Redemption Notice”), to require the Digital Colony Companies or CCOC (at the Digital Colony Representative’s election) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of delivery of the CompanyRedemption Notice, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”) to repurchase or cause to be repurchased the entirety of the Ownership Interests held by the Wafra Participation Buyer (i) within thirty (30) Business Days of the Redemption Date at an amount equal to (w) the Participation Rights Consideration Amount, minus (x) any distributions or payments received by the Wafra Participation Buyer pursuant to this Agreement, as applicable, as of immediately prior to the Redemption Event (but not in respect of the Sponsor Commitments or Identified Sponsor Commitments) (such amounts described in this clause (x), the Holder of a redeemed Warrant shall be entitled “Carry Distributions”), or (ii) to payment of the extent Colony Capital remains listed on the NYSE or the NASDAQ at such time, by doubling the Wafra Participation Buyer’s Specified Percentage with respect to all distributions until the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant Amount is paid in full (the “Redemption NoticeAmount”) shall be given at least thirty (30) days prior to the Redemption Date (, and such redemption right, the “Redemption Notice DateRight”) by (it being agreed and understood that clause (i)(w) of the Company (i) providing notice to the Holder as provided in Section 5(i), definition of Redemption Amount shall be modified for purposes of clause (ii) notifying to read “1.5x the Holders of such redemption via publication of a press release and Participation Rights Consideration Amount”) (iii) taking such other steps as may be required under applicable law. this clause (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrantii), the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate“Deferred Redemption”). In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this WarrantAgreement, the Company may not require Redemption Right pursuant to this Section 8(a) shall only be exercisable concurrently with the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning exercise of the Redemption Notice Date through Right under Section 9.1(a) of the Redemption DateDCMH Investor Rights Agreement and, to the extent the amount of Carry Distributions exceeds the Participation Rights Consideration Amount (1) the Company shall as it may have honored been modified in accordance connection with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New Yorka Deferred Redemption), New York time) on the Redemption Date, (2) a registration statement such excess shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares deducted from any unpaid Redemption Amount pursuant to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsDCMH Investor Rights Agreement.

Redemption Right. (i) Beginning on the No later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication consummation of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares Change of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemedControl, the Company shall as promptly as practicable issue deliver written notice thereof via electronic mail and overnight courier to the Holder (a new certificate “Change of Control Notice”) setting forth a description of such transaction in bookreasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending twenty-entry form for five (25) days after the number date of unredeemed Warrant Shares. the consummation of such Change of Control, the Holder may require the Company to redeem (via “Change of Control Redemption”) Notwithstanding anything all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the contrary set forth in this WarrantCompany, the Company may not require the cancellation which Change of this Warrant (and any related Control Redemption Notice shall be void), unless, from indicate the beginning of Note Amount the Redemption Notice Date through the Redemption Date, (1) Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall have honored be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Note Amount being redeemed (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the terms provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Warrant all Notices Section 5(b) are deemed or determined by a court of Exercise delivered competent jurisdiction to be prepayments of the Note by 6:30 p.m. (New Yorkthe Company, New York time) on the Redemption Date, (2) a registration statement such redemptions shall be effective as deemed to all Warrant Shares and be voluntary prepayments. The parties hereto agree that in the prospectus thereunder available for use by event of the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach Company's redemption of any provision portion of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f) shall 5(b), the Holder's damages would be exercised ratably among uncertain and difficult to estimate because of the Holders based on each parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) 30 days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the average daily VWAP exceeded $5.50 for ten (10) 10 consecutive Trading Days (the “Measurement Period”) has equaled or exceeded $3.00 and (ii) the average daily Trading Value trading volume of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) on each day during the Measurement Period is or exceeded $150,000250,000 shares of Common Stock. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i)the Exchange Agreement, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled cancelled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. 6:30p.m. (New York, New York N.Y. time) on the Redemption Date, (2) a registration statement shall be effective as to all covering the resale of the shares of Common Stock issuable upon exercise of this Warrant Shares and the prospectus thereunder available for use by which the Company for the sale of all such Warrant Shares is seeking to the Holderredeem, (3) the Common Stock shall be listed or quoted for trading on the Trading MarketMarket continuously from the 10th Trading Day preceding the Measurement Period through the Redemption Date, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Holder is not in possession of any information provided by the Company that constitutes material non-public information, (6) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein, and (7) the Company has not breached any of the terms of the Transaction Documents. The Company’s right to call redeem the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s (or its assignee’s) initial purchase of WarrantsWarrants if there is more than one Holder. A Redemption Notice with respect to any Warrant may not be given more frequently than one (1) time each thirty (30) Trading Days.

Redemption Right. (ia) Beginning on If a registration statement registering shares of the later of Company's common stock for sale in an initial public offering (ian "IPO") the Shareholder Approval Date and (ii) the date on pursuant to which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) Company's Series A Preferred Stock is converted to Common Stock, is not declared effective by the SECSecurities and Exchange Commission on or before December 15, this Warrant 1999, then beginning on December 15, 1999 and ending on December 29,1999 (the "Redemption Period") Investor may demand that up to 100% of the Shares be redeemed at by the option Company. Such redemption right shall be exercised by giving written notice (the "Notice") to the Company during the Redemption Period, stating in such Notice the number of Shares to be redeemed and delivering the certificates for the Shares to be so redeemed to the Company. Upon its receipt of the Notice and share certificates, the Company shall have until the close of business on January 12, 2000, to redeem all Shares as to which it received Notice for redemption of in accordance with the foregoing to the extent that the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock 's shareholders' equity is sufficient for such ten purpose under Washington law. Any redemption hereunder shall be at a redemption price equal to the per share price paid by Investor (10adjusted appropriately for stock splits, stock dividends and the like) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000(the "Redemption Price"). (iib) The price at which this Warrant may be redeemed (This redemption right shall terminate in all cases, immediately upon the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder effectiveness of a redeemed Warrant shall be entitled registration statement in an IPO on or before December 15, 1999 and pursuant to payment of the Redemption Price upon surrender of the Warrant to which the Company's Series A Preferred Stock is converted to Common Stock. (iiic) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by If the Company (i) providing notice does not, under Washington law, have sufficient shareholders' equity to redeem all the Holder Shares for which redemption is requested, then it shall redeem all remaining Shares as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps soon as it may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificatelegally do so. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, that the Company fails to timely redeem Shares for which redemption is requested, then the Redemption Price for such Shares shall as promptly as practicable issue bear interest at a per annum rate equal to the Holder a new certificate in book-entry form for Prime Rate (as reported by the number of unredeemed Warrant SharesWall Street Journal from time to time) plus five (5) percent. (vid) Notwithstanding anything The Company agrees and covenants that it shall set up a separate account for the funds to be received from Investor in payment of the Purchase Price and agrees and covenants that it will not use any of such funds for any purposes whatsoever prior to the contrary set forth in this Warrant, closing of an IPO without the Company may not require the cancellation express written permission of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsInvestor.

Redemption Right. No sooner than fifteen (i15) Beginning days nor later than ten (10) days prior to the consummation of a Change of Control (but from and after an Effective Registration, not prior to the public announcement of such Change of Control), the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period (the “Change of Control Measuring Period”) beginning after the Holder’s receipt of a Change of Control Notice and ending on the later date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company at a price (the “Change of Control Redemption Price”) equal to the greatest of (i) the Shareholder Approval Date sum of (A) the product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (I) the Closing Sale Price of the Class A Common Stock immediately following the public announcement of such proposed Change of Control by (II) the Conversion Price and (B) the Present Value of Interest, or (ii) the date on which sum of (A) the Resale Registration Statement value of the consideration, assuming that the entire Conversion Amount being redeemed were converted into shares of Class A Common Stock at the then prevailing Conversion Rate, issuable per share of Common Stock in such Change of Control for the entire Conversion Amount being redeemed and (as defined B) the Present Value of Interest (if any) and (iii) the sum of (A) the Conversion Amount being redeemed and (B) the Present Value of Interest (if any). Redemptions required by this Section 5 shall be made in accordance with the Warrant Exercise Agreementprovisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. In addition to the foregoing, at the time of the consummation of any such Change of Control, the Company shall pay to the Holder an amount in cash equal to the Present Value of Interest (if any) for any Conversion Amount converted pursuant to the provisions of Section 3 hereof during the Change of Control Measuring Period. Notwithstanding anything to the contrary in this Section 5, until the Change of Control Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 5(b) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value Holder into shares of the Class A Common Stock for such ten (10) Trading Day period referred pursuant to in this Section 2(f)(i) exceeded $150,0003. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 [ ] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $[150,000]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. No sooner than twenty-five (i25) Beginning on days nor later than twenty (20) days prior to the later consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (ia “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the Shareholder Approval anticipated Change of Control Redemption Date and (ii) the date on which the Resale Registration Statement (as defined in Section 10(a)) if then known. At any time during the Warrant Exercise Agreementperiod beginning on the earlier to occur of (x) is declared effective any oral or written agreement by the SECCompany or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Warrant Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder’s damages would be uncertain and difficult to estimate because of the uncertainty of the availability of a redeemed Warrant shall be entitled to payment suitable substitute investment opportunity for the Holder. Accordingly, any Change of the Redemption Price upon surrender of the Warrant to the Company. (iiiControl redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the No later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication consummation of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares Change of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemedControl, the Company shall as promptly as practicable issue deliver written notice thereof via electronic mail and overnight courier to the Holder (a new certificate “Change of Control Notice”) setting forth a description of such transaction in bookreasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-entry form for five (25) days after the number date of unredeemed Warrant Shares. the consummation of such Change of Control, the Holder may require the Company to redeem (via “Change of Control Redemption”) Notwithstanding anything all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the contrary set forth in this WarrantCompany, the Company may not require the cancellation which Change of this Warrant (and any related Control Redemption Notice shall be void), unless, from indicate the beginning of Note Amount the Redemption Notice Date through the Redemption Date, (1) Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall have honored be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Note Amount being redeemed (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the terms provisions of Section 9 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Warrant all Notices Section 5(b) are deemed or determined by a court of Exercise delivered competent jurisdiction to be prepayments of the Note by 6:30 p.m. (New Yorkthe Company, New York time) on the Redemption Date, (2) a registration statement such redemptions shall be effective as deemed to all Warrant Shares and be voluntary prepayments. The parties hereto agree that in the prospectus thereunder available for use by event of the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach Company’s redemption of any provision portion of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f) shall be exercised ratably among 5(b), the Holders based on each Holder’s initial purchase damages would be uncertain and difficult to estimate because of Warrantsthe parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.

Redemption Right. (i) Beginning on At any time after the later earlier to occur of the following: (i) the Shareholder Approval Date fifth (5th) anniversary of the date of the Class B Ordinary Closing Date, if no Qualified IPO has occurred, and (ii) the occurrence of any material breach of the Transaction Documents by the Company or Ruipeng Management Members, then, at the option of any holder of the Class B Ordinary Shares, by written notice of at least 30 days prior to the Redemption Date (as defined below) to the Company (the “Redemption Notice”) stating the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may Class B Ordinary Shares are to be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant Company shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, redeem all or any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. outstanding Class B Ordinary Shares (v) By acceptance of this Warrant, including the Holder undertakes to return Class B Ordinary Shares issuable upon the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess exercise of the number being redeemedCLASS B Warrants, provided that the Company shall as promptly as practicable issue to applicable redemption price of a Class B Ordinary Share issuable upon the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning exercise of the Redemption Notice Date through CLASS B Warrants to be redeemed shall deduct the Redemption Date, (1applicable exercise price of such share issuable under the relevant CLASS B Warrant) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered then requested to be redeemed by 6:30 p.m. (New York, New York timesuch holder(s) on the Redemption Date, out of funds legally available therefor, at a redemption price per Class B Ordinary Share (2the “Redemption Price”) equal to (a) the Class B Ordinary Share Issue Price with a registration statement simple rate of eight percent (8%) per annum return calculated from the first date on which such holder becomes a Class B Ordinary Member through the date on which the redemption price is paid, plus (b) all declared but unpaid dividend on such Share. (ii) Within three (3) Business Days after receipt of the Redemption Notice, the Company shall promptly give written notice of the redemption request to each non-requesting holder of Class B Ordinary Shares, Beijing Yangguang, PD Company Limited, Bing Xiao Enterprise Management Company Limited (“Bing Xiao”), Dachen Chuanglian and 深圳市达晨创丰股权投资企业(有限合伙) (“Dachen Chuangfeng”, with ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ collectively, “Dachen”) stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Upon receipt of such notice from the Company, any holder of Class B Ordinary Shares, Beijing Yangguang, Dachen may participate in the redemption on the Redemption Date. If on the Redemption Date, the fund and assets of the Company legally available for redemption is insufficient for the Company to redeem all Class B Ordinary Shares requested to be redeemed in full, then (i) the number of Class B Ordinary Shares to be redeemed on the Redemption Date (and to receive Redemption Price thereon) shall be effective allocated to the Class B Ordinary Members requesting the redemption, ratably based on their respective number of Class B Ordinary Shares requested to be redeemed on such Redemption Date, and (ii) the remaining Class B Ordinary Shares requested to be redeemed (but the Redemption Price thereon is not paid on the Redemption Date) shall continue to be deemed issued and outstanding, and the Company shall redeem such remaining Class B Ordinary Shares subject to redemption as soon as the Company has legally available funds to do so. Only after the Company has redeemed all of the outstanding Class B Ordinary Shares (whether or not requested to be redeemed on the relevant Redemption Date) and unconditionally and irrevocably paid the Redemption Price with respect to all Warrant outstanding Class B Ordinary Shares to their holder(s) in full, (i) up to 376,564,855 Class A Ordinary Shares held by Beijing Yangguang shall then be redeemed at a redemption price per Share equal to RMB 0.65327 with a simple rate of eight percent (8%) per annum return calculated from December 7, 2017 through the date on which the redemption price is paid; (ii) up to 153,075,145 Class A Ordinary Shares held by Beijing Yangguang shall then be redeemed at a redemption price per Share equal to RMB 0.65327 with a simple rate of eight percent (8%) per annum return calculated from December 1, 2017 through the date on which the redemption price is paid; (iii) up to 152,837,973 Class A Ordinary Shares held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall then be redeemed at a redemption price per Share equal to RMB 0.60826 with no interest; (iv) the Class A Ordinary Shares held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall then be redeemed at a redemption price per Share equal to RMB 0.25873 with a simple rate of eight percent (8%) per annum return calculated from December 24, 2015 through the date on which the redemption price is paid; (v) the Class A Ordinary Shares held by ▇▇▇▇ ▇▇▇▇ shall then be redeemed at a redemption price per Share equal to RMB 0.25867 with a simple rate of eight percent (8%) per annum return calculated from December 24, 2015 through the date on which the redemption price is paid; and (vi) the Class A Ordinary Shares held by PD Company Limited shall then be redeemed at a redemption price per Share equal to RMB 0.26862 with a simple rate of eight percent (8%) per annum return calculated from December 25, 2015 through the date on which the redemption price is paid. Notwithstanding anything to the contrary contained herein or in the Articles, the Restructuring Framework Agreement or other Transaction Documents, no other Shares or Equity Securities of the Company (including without limitation the Class A Ordinary Shares held by Beijing Yangguang, PD Company Limited and Dachen) shall be redeemed unless and until the Company shall have redeemed all of the outstanding Class B Ordinary Shares requested to be redeemed in full. (iii) Once the Company has received the Redemption Notice, the Company and the prospectus thereunder Major Subsidiaries shall not, and shall procure that none of the Group Companies shall, take any action which might have the effect of delaying, undermining or restricting the redemption, and the Company, the Major Subsidiaries, the Class A Ordinary Members and the Ruipeng Management Members shall in good faith use all best efforts to increase as expeditiously as possible the amount of legally available for use by funds including, without limitation, causing any other Group Companies to distribute any and all available funds to the Company for purposes of paying the sale of applicable Redemption Price for all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Class B Ordinary Shares subject to a redemption on the Redemption Notice Date. If the Company fails (for whatever reason) to redeem any Class B Ordinary Share on the Redemption Date, as from such date until the date on which the same is redeemed, the Company shall not cause declare or pay any dividend nor otherwise make any distribution of or otherwise decrease its profits available for distribution nor redeem or repurchase any other Equity Securities of the Company (other than the Class B Ordinary Shares requested to be redeemed). Without prejudice to any claim or other remedies that a breach holder of Class B Ordinary Shares subject to redemption may have under this Agreement, the Articles, Applicable Law or otherwise, and notwithstanding anything to the contrary in this Agreement, the Articles, the Restructuring Framework Agreement or other Transaction Documents, such holder of such Class B Ordinary Shares is entitled (provided a prior written consent from holders holding at least 90% of the then outstanding Class B Ordinary Shares has been obtained) to make any proposal for the purpose of receiving the applicable Redemption Price including without limitation, (i) liquidation or dissolution of any provision Group Company, (ii) any sale or merger of Section 2(eany Group Company; (iii) hereinTransfer, sale, lease or otherwise disposal of any Assets of any Group Company and (iv) licensing any brand or any business of any Group Company to any third party. Immediately upon the request of such holder of such Class B Ordinary Shares (provided a prior written consent from holders holding at least 90% of the then outstanding Class B Ordinary Shares has been obtained), each Member, the Ruipeng Management Members and the Group Companies shall fully cooperate with, and follow the instructions of, such holder of such Class B Ordinary Shares in connection therewith. (iv) The Company’s right Company and each Member shall take or cause to call be taken all actions, do or cause to be done, and assist and cooperate with the Warrants holders of Class B Ordinary Shares subject to redemption in doing, all things and execute all instruments necessary, proper or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the redemption contemplated by this Section 2(f4.8. (v) The Parties acknowledge and agree that no Member other than the Class B Ordinary Members, Beijing Yangguang, Dachen, Bing Xiao and PD Company Limited shall be exercised ratably among entitled to the Holders based on each Holder’s initial purchase redemption right from the date of Warrantsthis Agreement and any redemption right previously granted to any Member other than the Class B Ordinary Members, Beijing Yangguang, Dachen, Bing Xiao and PD Company Limited shall cease to exist from the date of this Agreement.

Redemption Right. No sooner than fifteen (i15) Beginning on days nor later than ten (10) days prior to the later consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash at a price equal to the greater of (iA) 120% of the Shareholder Approval Date Conversion Amount being redeemed and (iiB) an amount equal to the fair value of the Consideration which the Holder would have received if it (1) had converted the portion of the Note being redeemed to shares of Common Stock (without regard to any limitations on conversion set forth in Section 3(d) or otherwise) and (2) also held a number of shares of Common Stock equal to the number of shares of Common Stock shown on Schedule 5(a)(ii) for the date on which the Resale Registration Statement (as defined Fundamental Transaction is consummated and the fair value per share of Common Stock to be paid in such Fundamental Transaction, multiplied by a fraction, the Warrant Exercise Agreement) numerator of which is declared effective the aggregate principal amount of the portion of the Note being redeemed by the SECHolder and the denominator of which is 1,000 (the “Change of Control Redemption Price”). If the Consideration is publicly traded securities, the fair value of such securities shall be the Closing Sale Price of such securities on the date of the consummation of the Fundamental Transaction. The fair value of any Consideration other than cash or publicly traded securities will be determined jointly by the Company and the Required Holders. Redemptions required by this Warrant Section 5(b) shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment of suitable substitute investment opportunity for the Redemption Price upon surrender of the Warrant to the Company. (iiiHolder. Accordingly, any redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. No sooner than fifteen (i15) Beginning days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending on the later date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company at a price equal to the greater of (i) the Shareholder Approval Date product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 105% of the date on which Conversion Amount being redeemed from the Resale Registration Statement Issuance Date until six months from the Issuance Date, 110% of the Conversion Amount being redeemed from the end of such six month period until the first anniversary of the Issuance Date, and 120% of the Conversion Amount being redeemed thereafter (as defined the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the Warrant Exercise Agreementprovisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 5(c) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder into Common Stock for such ten (10) Trading Day period referred pursuant to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate3. In the event the certificate so returned represents of a number partial redemption of Warrant Shares in excess of the number being redeemedthis Note pursuant hereto, the Company principal amount redeemed shall as promptly as practicable issue be deducted from the Installment Amounts relating to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary applicable Installment Dates as set forth in this Warrant, the Company may not require the cancellation Change of this Warrant (and any related Control Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsNotice.

Redemption Right. No sooner than fifteen (i15) Beginning days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "CHANGE OF CONTROL NOTICE"). At any time during the period beginning after the Holder's receipt of a Change of Control Notice and ending on the later date of the consummation of such Change of Control (ior, in the event a Change of Control Notice is not delivered at least ten (10) the Shareholder Approval Date and (ii) days prior to a Change of Control, at any time on or after the date on which is ten (10) days prior to a Change of Control and ending ten (10) days after the Resale Registration Statement consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (as defined in "CHANGE OF CONTROL REDEMPTION NOTICE") to the Warrant Exercise Agreement) Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is declared effective electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the SECCompany at a price equal to 125% of the Conversion Amount being redeemed (the "CHANGE OF CONTROL REDEMPTION PRICE"). Notwithstanding anything to the contrary in this Section 5(b), but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Warrant Section 5(b) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder into Common Stock for such ten (10) Trading Day period referred pursuant to in Section 3. Redemptions required by this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant 5 shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored made in accordance with the terms provisions of Section 13 and shall have priority to payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Warrant all Notices Section 5(b) are deemed or determined by a court of Exercise delivered competent jurisdiction to be prepayments of the Note by 6:30 p.m. (New Yorkthe Company, New York time) on the Redemption Date, (2) a registration statement such redemptions shall be effective as deemed to all Warrant Shares and be voluntary prepayments. The parties hereto agree that in the prospectus thereunder available for use by event of the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach Company's redemption of any provision portion of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f5(b), the Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be exercised ratably among deemed, a reasonable estimate of the Holders based on each Holder’s initial purchase 's actual loss of Warrantsits investment opportunity and not as a penalty.

Redemption Right. No sooner than fifteen (i15) Beginning days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "Change of Control Notice"). At any time during the period (the "Change of Control Period") beginning after the Holder's receipt of a Change of Control Notice and ending on the later date that is twenty (20) Trading Days after the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof ("Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate (i) the Shareholder Approval Date Conversion Amount the Holder is electing to redeem and (ii) whether the Holder is requiring the Company to pay the Change of Control Redemption Price in cash or by delivery of Common Shares. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at a price equal to the greater of (x) 115% of the sum of (1) the Conversion Amount being redeemed and (2) the amount of any accrued but unpaid Interest thereon through the date of such redemption payment and (y) the sum of (A) the product of (1) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per Common Share to be paid to the holders of the Common Shares upon consummation of the Change of Control and (2) the quotient determined by dividing (I) the Conversion Amount being redeemed by (II) the Conversion Price plus (B) the amount of any accrued but unpaid Interest on which the Resale Registration Statement Conversion Amount being redeemed through the date of such redemption payment (the "Change of Control Redemption Price"). In the event the Holder has elected to receive the Change of Control Redemption Price in Common Shares, Vasogen shall deliver, within three (3) Trading Days of receipt of the Holder's Change of Control Redemption Notice, to the Holder's account with DTC on the Change of Control Redemption Date (as defined in Section 14) a number of Common Shares equal to the Warrant Exercise Agreementquotient of (aa) the applicable Change of Control Redemption Price divided by (bb) the Change of Control Conversion Price, rounded to the nearest whole Common Share; provided that if the Change of Control Redemption Date would fall on a date that is after the consummation of the applicable Change of Control, then Vasogen shall not deliver Common Shares to the Holder but rather the Company shall pay the Change of Control Redemption Price to the Holder in cash. Redemptions made in cash as required by this Section 5 shall be made in accordance with the provisions of Section 14 and shall have priority to payments to shareholders in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 5, until the Change of Control Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 5(c) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of into Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damagesShares, or liabilities arising from the Holder’s failure to return such certificate. In in the event the certificate so returned represents a number of Warrant Shares in excess Conversion Date is after the consummation of the number being redeemedChange of Control, shares or equity interests of the Company shall as promptly as practicable issue Successor Entity substantially equivalent to the Holder a new certificate in book-entry form for the number of unredeemed Warrant SharesCommon Shares pursuant to Section 3. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. No sooner than fifteen (i15) Beginning days nor later ----------------- than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "CHANGE OF CONTROL NOTICE"). At any time during the period beginning after the Holder's receipt of a Change of Control Notice and ending on the later date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least ten (10) days prior to a Change of Control, at any time on or after the date which is ten (10) days prior to a Change of Control and ending ten (10) days after the consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof ("CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company at a price equal to the greater of (i) the Shareholder Approval Date product of (x) 125% of the sum of the Conversion Amount being redeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (y) the quotient determined by dividing (A) the Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 125% of the date on which sum of the Resale Registration Statement Conversion Amount being redeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest (as defined the "CHANGE OF CONTROL REDEMPTION PRICE"). Redemptions required by this Section 5 shall be made in accordance with the Warrant Exercise Agreementprovisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 5(c) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder into Common Stock for such ten (10) Trading Day period referred pursuant to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate3. In the event the certificate so returned represents of a number partial redemption of Warrant Shares in excess of the number being redeemedthis Note pursuant hereto, the Company principal amount redeemed shall as promptly as practicable issue be deducted from the Installment Amounts relating to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary applicable Installment Dates as set forth in this Warrant, the Company may not require the cancellation Change of this Warrant (and any related Control Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsNotice.

Redemption Right. No sooner than twenty-five (i25) Beginning days nor later than twenty (20) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a "Change of Control Notice"). At any time during the period beginning on the later earlier to occur of (ix) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Shareholder Approval Date Holder becoming aware of a Change of Control and (iiz) the Holder's receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date on of the consummation of such Change of Control, the Holder may require the Company to redeem (a "Change of Control Redemption") all or any portion of this Note by delivering written notice thereof ("Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate the Resale Registration Statement Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 6(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Conversion Amount being redeemed (as defined the "Change of Control Redemption Price"). Redemptions required by this Section 6 shall be made in accordance with the Warrant Exercise Agreementprovisions of Section 13 and shall have priority to payments to shareholders in connection with a Change of Control, but shall be subject to the subordination provisions of Section 4 hereof. To the extent redemptions required by this Section 6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 6(b) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder into Common Stock for such ten (10) Trading Day period referred pursuant to in this Section 2(f)(i) exceeded $150,0003. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note or the Additional Notes, the Company shall within three (3) Business Days of becoming aware of such Event of Default deliver written notice thereof via facsimile and overnight courier (an "Event of Default Notice") to the Holder specifying the facts surrounding the applicable Event of Default and which clause of Section 4(a) triggered such Event of Default. At any time after the earlier of the Holder's receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (an "Event of Default Redemption") all or any portion of this Note by delivering written notice thereof (the "Event of Default Redemption Notice") to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds and/or by the Company instructing the Collateral Agent to make payments of the holders of Notes by delivering a written notice on the Company's letterhead signed by an authorized officer of the Company delivered at least two (2) Business Days prior to the applicable Event of Default Redemption Date, specifying (I) the applicable amount to be paid to each applicable holder of Notes, which amount shall not exceed the aggregate amount of Deemed Repayment Amount(s) (as defined in Section 8(e)) previously deposited by the Company in the Control Account pursuant to Section 8(e) and (II) the wire instructions of each such applicable holder(s) of Notes, which aggregate amounts shall equal to (i) Beginning on (A) prior to the later Public Company Date, (B) after the Public Company Date as long as there is no Equity Conditions Failure and the applicable Event of Default Redemption is not triggered by any Major Event of Default and (C) after a Full Collateralization Event regardless of whether or not there is an Equity Conditions Failure if the applicable Event of Default Redemption is triggered by an Event of Default set forth in either Section 4(a)(vii) or Section 4(a)(xiv), the product of (i1) the Shareholder Approval Date Redemption Percentage and (2) the Conversion Amount to be redeemed and (ii) (A) after the Public Company Date if there is an Equity Conditions Failure or (B) after the Public Company Date if the applicable Event of Default Redemption is triggered by any Major Event of Default regardless of whether or not there is an Equity Conditions Failure, the greater of (1) the product of (I) the Redemption Percentage and (II) the Conversion Amount to be redeemed and (2) the product of (I) the Conversion Amount being redeemed and (II) the quotient determined by dividing (A) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on which the Resale Registration Statement date the Holder delivers the Event of Default Redemption Notice, by (as defined B) the lowest Conversion Price in effect during such period (the Warrant Exercise Agreement"Event of Default Redemption Price"). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. Notwithstanding anything to the contrary in this Section 4(b), but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 4(b) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30the Holder into Common Stock pursuant to Section 3. To the extent redemptions required by this Section 4(b) days’ prior notice, which notice may not are deemed or determined by a court of competent jurisdiction to be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value prepayments of the Common Stock for Note by the Company, such ten (10) Trading Day period referred redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”4(b), the Holder Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment suitable substitute investment opportunity for the Holder. Accordingly, any Event of the Redemption Price upon surrender of the Warrant to the Company. (iiiDefault redemption premium due under this Section 4(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part deemed, a reasonable estimate of the CompanyHolder's actual loss of its investment opportunity and not as a penalty. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (ia) Beginning on For a period from the later of (i) Closing to the Shareholder Approval Date 60th day following the Closing, the Company shall have a right to redeem and (ii) repurchase from the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SECInvestors all, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving but not less than thirty (30) days’ prior noticeall, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Company Securities acquired at the Closing, at a redemption price of $0.50 per share of Common Stock for and, upon such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”)redemption, the Holder of a redeemed Warrant shall be entitled Warrants issued with respect to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock shall be cancelled and terminated and shall be deemed canceled and void and of no further force or effect without any effect, with no additional payment therefor. (b) By way of illustration and not limitation, in the event that an Investor acquired 100,000 shares of Common Stock at the Closing and was issued a Warrant to acquire 100,000 additional shares of Common Stock at the Closing, the redemption price payable to such Investor shall be $50,000 for the redemption of the 100,000 shares of Common Stock, and the Warrant to acquire the 100,000 additional shares of Common Stock shall be cancelled and terminated and shall be of no further act force or deed on effect, with no additional payment therefor. (c) The Company shall provide notice to the part Investors of the Company. (v) By acceptance ’s election to undertake the redemption of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and Securities pursuant to indemnify this Section 2.03 on or before the Company with respect to any losses60th day following the Closing, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms provisions of Section 12.02 and if such notice is not received by the Investors on or prior to such date the Company shall no longer have the right to undertake any such redemption pursuant to this Section 2.03. If the Company elects to exercise its rights pursuant to this Section 2.03 and validly does so, the closing of the redemption hereunder shall occur on the third Business Day following the receipt of the notice required hereunder. (d) The redemption price for the redemption of the Company Securities pursuant to this Section 2.03 shall be paid in cash (via wire transfer to accounts as designated by the applicable Investors) in full at the closing of the redemption. Each of the Parties covenants and agrees to executing and delivering such documents and undertaking such actions as reasonably required to effect the intent of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New YorkSection 2.03, New York time) on provided that the Redemption DateParties acknowledge and agree that the Investors shall not be required to agree to any additional limitations, (2) a registration statement covenants or agreements in connection therewith and shall be effective provide customary representations with respect to the Company Securities, including as to all Warrant Shares and the prospectus thereunder available for use by their ownership of the Company for the sale Securities at such time, free and clear of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsLiens.

Redemption Right. (i) i. Beginning on the later one-year anniversary of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) 30 days’ prior noticenotice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the date on which (i) the VWAP closing price of the Company’s common stock on the Company’s primary Trading Market has equaled or exceeded $5.50 5.00 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value trading volume of the Common Stock for on the Company’s primary Trading Market has exceeded 100,000 shares on each of such ten (10) Trading Day period Days referred to in this Section 2(f)(i) exceeded $150,0005(f)(i). (ii) . The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 0.025 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) . Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iiiii) taking such other steps as may be required under applicable law. (iv) . From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall shall, upon payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled cancelled and void and of no further force or effect without any further act or deed on the part of the Company. (v) v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning At least 45 days before the consummation of a Change of Control, but in no event later than 15 days prior to the record date for the determination of stockholders entitled to vote with respect thereto (or, with respect to a tender offer, or a change in the Board of Directors, if the Company is unable to comply with this time requirement because of the nature of the Change of Control, as soon as the Company reasonably believes that the Change of Control is to be consummated), but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). If the terms of a Change of Control change materially from those set forth in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (b) shall be calculated based upon the Holder’s receipt of the later Change of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder’s receipt of a Change of Control Notice and ending on the date that is 15 Trading Days after the later of the consummation of such Change of Control or delivery of the Change of Control Notice, the Holder may require the Company to redeem all or any portion of the outstanding Principal of this Note by delivering written notice thereof (i“Change of Control Redemption Notice”) to the Shareholder Approval Date and Company, which Change of Control Redemption Notice shall indicate the portion of this Note that the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 (iithe “Redemption Portion”) shall be redeemed by the date on which Company for the Resale Registration Statement Change of Control Redemption Price (as defined in Section 5(b)(ii)), which shall be payable in cash or, at the Warrant Exercise Agreement) is declared effective sole election of the Holder and subject to Section 3(d), by delivery of a number of shares of Common Stock equal to the Change of Control Redemption Price divided by the SEC, this Warrant may be redeemed at the option average of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value Weighted Average Prices of the Common Stock for such ten (10) each of the three consecutive Trading Days ending on the Trading Day period referred immediately prior to in this Section 2(f)(i) exceeded $150,000the effective date of the Change of Control. (ii) The price at which As used in this Warrant may be redeemed (Section 5, the “Change of Control Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant ” shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.mean:

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 250% of the offering price for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock Ordinary Shares for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is [$0.0001 0.001] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release or Form 6-K filing and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f2(vi) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. 3.1 In the event the Purchasers do not purchase Shares with an aggregate purchase price equal to or greater than Three Million Dollars ($3,000,000) on or before the Purchase Expiration Date, (i) Beginning on each Purchaser shall have the later of (i) right to require the Shareholder Approval Date Company to redeem all, but not less than all, Shares held by such Purchaser and (ii) the Company shall have the right, at its option to redeem all issued and outstanding Shares upon the terms and conditions set forth in this Section 3. The parties agree that stockholders holding a majority of the Common Stock outstanding as of the date of this Agreement may authorize the exercise of the Company's right to redeem as set forth in this Section 3.1. 3.2 In the event a Purchaser or the Company desires to exercise its right as set forth in Section 3.1 hereof, such exercising party shall deliver a written notice (i) to the Company and all other Purchasers if such exercising party is a Purchaser, or (ii) to all Purchasers if such exercising party is the Company, notifying such parties of the redemption to be effected, specifying the number of Shares to be redeemed, the date on which the Resale Registration Statement redemption shall occur (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may which date shall be redeemed at the option of the Company, in whole or in part, by giving not less no later than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and business days after the date upon which of such Warrant is redeemed by the Company (the “Redemption Date”written notice), the Holder of a redeemed Warrant manner and place at which payment will be made and at which certificates will be surrendered. 3.3 Any Shares the Company redeems pursuant to this Section 3 shall be entitled to payment redeemed at a price of the Redemption Price upon surrender of the Warrant to One Dollar ($1.00) per share (as adjusted for any stock dividends and stock splits) by delivery, at the Company. (iii) Notice 's option, of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, either: (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, cash or (2) a registration statement promissory note in the form attached hereto as EXHIBIT C in the amount of the aggregate redemption price. 3.4 On the designated redemption date, each Purchaser holding Shares to be redeemed shall be effective as surrender to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all certificate or certificates representing such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, in the manner and (5) at the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call place designed in the Warrants under this Section 2(f) shall be exercised ratably among redemption notice, and thereupon the Holders based on each Holder’s initial purchase of Warrants.redemption

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not Not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the consummation of a Change of Control, the Company shall deliver written notice thereof to the Holder (a “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the anticipated date of the consummation of such Change of Control if then known. At any time during the period beginning on the earliest to occur of (x) the public announcement of any oral or written agreement by the Parent Guarantor or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder’s receipt of a Change of Control Notice, and (z) the consummation of such transaction which results in a Change of Control, and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (a “Holder Change of Control Redemption Date Notice”) to the Company, which Holder Change of Control Redemption Notice shall indicate the Redemption Amount the Holder is electing to require the Company to redeem. Within ten (10) days before or after the applicable Change of Control, the Company may redeem (a “Company Change of Control Redemption”) all but not less than all of this Note by delivering written notice (a “Company Change of Control Redemption Notice” and, together with a Holder Change of Control Redemption Notice, a “Change of Control Redemption Notice”) to the Holder, which Company Change of Control Redemption Notice shall indicate the Redemption Amount that is subject to such Company Change of Control Redemption; provided, that a Company Change of Control Redemption shall only be permitted with respect to a Change of Control in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents. If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 5(b), then it must simultaneously take the same action with respect to all Other Notes and Additional Notes then outstanding. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the sum of (A) the Redemption Amount of the Notes being redeemed and (B) the Make-Whole Amount (the “Change of Control Redemption Notice DatePrice”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 8 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company (i) providing notice Company, such redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the Holder as provided in event of the Company’s redemption of any portion of the Note under this Section 5(i5(b), (ii) notifying the Holders Holder’s damages would be uncertain and difficult to estimate because of such redemption via publication the parties’ inability to predict future interest rates and the uncertainty of the availability of a press release suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and (iii) taking shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. NONCIRCUMVENTION. Each of the Company and the Parent Guarantor hereby covenants and agrees that such Person will not, by amendment of its Certificate of Incorporation or Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other steps voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required under applicable law. (iv) From and after to protect the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part rights of the CompanyHolder. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. No sooner than fifteen (i15) Beginning days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof to the Holder (a "Change of Control Notice"). At any time during the period beginning on the later earlier to occur of (i) any written agreement by the Shareholder Approval Date Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (ii) the Holder becoming aware of a Change of Control and (iii) the Holder's receipt of a Change of Control Notice and ending twenty (20) Business Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof ("Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to (i) before the Public Company Date, 125% of the Conversion Amount and (ii) after the Public Company Date, the greater of (1) 125% of the Conversion Amount and (2) the product of (I) the Conversion Amount being redeemed and (II) the quotient determined by dividing (A) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control, and ending on which the Resale Registration Statement date the Holder delivers the Change of Control Redemption Notice, by (as defined B) the lowest Conversion Price in effect during such period (the Warrant Exercise Agreement"Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 5(b) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30the Holder into Common Stock pursuant to Section 3. To the extent redemptions required by this Section 5(b) days’ prior notice, which notice may not are deemed or determined by a court of competent jurisdiction to be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value prepayments of the Common Stock for Note by the Company, such ten (10) Trading Day period referred redemptions shall be deemed to be voluntary prepayments. The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment suitable substitute investment opportunity for the Holder. Accordingly, any Change of the Redemption Price upon surrender of the Warrant to the Company. (iiiControl redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part deemed, a reasonable estimate of the Company. (v) By acceptance Holder's actual loss of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption its investment opportunity and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificatenot as a penalty. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth contained herein, if the Required Holders explicitly approve of a Change of Control transaction in this Warrantwriting, the Company may not require the cancellation of this Warrant (and any related Redemption Notice Required Holders shall be void), unless, from the beginning deemed to have waived their rights hereunder to redeem Notes for an amount in excess of the Redemption Notice Date through applicable Conversion Amount in connection with such Change of Control transaction. Any such waiver by the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as Required Holders will apply to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale holders of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsNotes.

Redemption Right. No sooner than fifteen (i15) Beginning on days nor later than ten (10) days prior to the later consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”, and the date thereof, the “Change of Control Redemption Notice Date”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash at a price equal to 110% of the sum of (i) the Shareholder Approval Date any Make-Whole Amount and (ii) the greater of (x) the Conversion Amount to be redeemed and (y) the product of (A) the Conversion Rate in effect at such time as the Holder delivers a Change of Control Redemption Notice with respect to such Conversion Amount being redeemed and (B) the greatest Weighted Average Price of the Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the Change of Control and (2) the public announcement of such Change of Control and ending on which the Resale Registration Statement date the Holder delivers the Change of Control Redemption Notice (as defined the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the Warrant Exercise Agreementprovisions of Section 12 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 5(b) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment suitable substitute investment opportunity for the Holder. Accordingly, any Change of the Redemption Price upon surrender of the Warrant to the Company. (iiiControl redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. No later than ten (i10) Beginning days prior to the consummation of a Fundamental Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Fundamental Transaction Notice”). Notwithstanding Section 5(a), any time during the period beginning on the later earlier to occur of (ix) any oral or written agreement by the Company or any of its Subsidiaries upon consummation of which the Fundamental Transaction would reasonably be expected to occur and (y) the Shareholder Approval Date Holder’s receipt of a Fundamental Transaction Notice and ending twenty (ii20) Trading Days after the date of the consummation of such Fundamental Transaction, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Fundamental Transaction Redemption Notice” and the date the Company receives such notice, the “Fundamental Transaction Redemption Notice Date”) to the Company, which Fundamental Transaction Redemption Notice shall indicate the portion of principal and accrued and unpaid Interest that the Holder is electing to require the Company to redeem (the “Redeemed Amount”). The Redeemed Amount shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to 100% of (A) the Redeemed Amount plus (B) accrued and unpaid Interest on such Redeemed Amount through the date on which of redemption plus (C) the Resale Registration Statement Make-Whole Amount (as defined the “Fundamental Transaction Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the Warrant Exercise Agreementprovisions of Section 12 and shall have priority to payments to stockholders in connection with a Fundamental Transaction. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, until the Fundamental Transaction Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Redeemed Amount submitted for redemption under this Warrant Section 5(b) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment of suitable substitute investment opportunity for the Redemption Price upon surrender of the Warrant to the Company. (iiiHolder. Accordingly, any Make-Whole Amount due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. No sooner than fifteen (i15) Beginning days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning on the later earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becomes aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”, and the date thereof, the “Change of Control Redemption Notice Date”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the sum of (i) the Shareholder Approval Date Conversion Amount being redeemed and the Make-Whole Amount and (y) the sum of (i) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period and (ii) the date on which Make-Whole Amount (the Resale Registration Statement “Change of Control Redemption Price”). Redemptions required by this Section 8 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 8.2 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 7.4, until the Change of Control Redemption Price (as defined in the Warrant Exercise Agreementtogether with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 8.2) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 7. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which 8.2, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change of Control redemption premium due under this Warrant may be redeemed (the “Redemption Price”) Section 8.2 is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed intended by the Company (the “Redemption Date”)parties to be, the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 250% of the offering price for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock Ordinary Shares for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 0.001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release or Form 6-K filing and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f2(vi) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) i. Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) 30 days’ prior noticenotice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the date on which (i) the VWAP has equaled or exceeded $5.50 [●]2 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) . The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) . Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) . From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled cancelled and void and of no further force or effect without any further act or deed on the part of the Company. (v) v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) . Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York City time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.. ___________ 2 Insert amount that is 150% of the Exercise Price

Redemption Right. The Company shall be entitled, on any day (ithe "Calculation Date") Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement Closing Price (as defined in the Warrant Exercise Agreementbelow) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 Common Stock for ten (10) consecutive Trading Days and (iias defined below) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred is equal to in this Section 2(f)(i) exceeded or greater than $150,000. (ii) The price at which this Warrant may be redeemed 11.25, to deliver a written notice (the “"Redemption Price”Notice") is $0.0001 per Warrant Share. On and after to the date upon which such Warrant is redeemed by Holder that the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of will redeem this Warrant (the “"Redemption Notice”Date") at the Redemption Price (as defined below) provided, however, that the Company shall be given at least have such right if and only if (x) for a period of thirty (30) days prior to the Redemption Calculation Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iiiy) taking at all times during such other steps as may be required under applicable law. thirty (iv30) From day period and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date continuing through the Redemption Date, the Warrant Shares issuable upon exercise of the Warrants are (1i) authorized and reserved for issuance, (ii) registered for resale under the Securities Act of 1933, as amended, by the holder of this Warrant (or may otherwise be resold publicly without restriction) and sales of the Warrant Shares may be made continuously thereunder during such time periods, and (iii) listed for trading on each principal exchange or market on which the shares of Common Stock of the Company were then traded. The Redemption Price shall have honored be paid by the Company to the Holder within two (2) business days of the Redemption Date. The "Redemption Price" shall equal the Closing Price (as defined below) on the Redemption Date less the Exercise Price, multiplied by the number of Warrants being redeemed hereunder. Nothing in accordance with this Section 1(b) shall prohibit exercise of the Warrant otherwise permitted pursuant to the terms of this Warrant all Notices during the pendency of Exercise delivered by 6:30 p.m. (New York, New York time) on any Redemption Notice prior to the payment of the Redemption Date, (2) a registration statement Price. "Trading Day" shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) mean any day on which the Common Stock shall be listed or quoted is traded for trading any period on the Trading MarketOver-the-Counter Bulletin Board (the "OTCBB"), or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Closing Price," as of any date, (4i) there is a sufficient number of authorized means the last reported sale price for the shares of Common Stock on the OTCBB as reported by Bloomberg Financial Markets or other similar reliable reporting service as designated by the Holder ("Bloomberg"), or (ii) if the OTCBB is not the principal trading market for issuance the shares of all Warrant SharesCommon Stock, and the last reported sale price on the principal trading market for the Common Stock as reported by Bloomberg, or (5iii) if the issuance last reported sale price cannot be determined as of all Warrant Shares subject to a Redemption Notice shall not cause a breach such date on any of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) foregoing bases, the Closing Price shall be exercised ratably among the Holders based on each Holder’s initial purchase fair market value as reasonably determined in good faith by the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants, by an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation.

Redemption Right. (i) Beginning on the No later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication consummation of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares Change of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemedControl, the Company shall as promptly as practicable issue deliver written notice thereof via electronic mail and overnight courier to the Holder (a new certificate “Change of Control Notice”) setting forth a description of such transaction in bookreasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-entry form for five (25) days after the number date of unredeemed Warrant Shares. the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (vi“Change of Control Redemption Notice”) Notwithstanding anything to the contrary set forth in this WarrantCompany, the Company may not require the cancellation which Change of this Warrant (and any related Control Redemption Notice shall be void), unless, from indicate the beginning of Note Amount the Redemption Notice Date through the Redemption Date, (1) Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall have honored be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Note Amount being redeemed (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the terms provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Warrant all Notices Section 5(b) are deemed or determined by a court of Exercise delivered competent jurisdiction to be prepayments of the Note by 6:30 p.m. (New Yorkthe Company, New York time) on the Redemption Date, (2) a registration statement such redemptions shall be effective as deemed to all Warrant Shares and be voluntary prepayments. The parties hereto agree that in the prospectus thereunder available for use by event of the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach Company’s redemption of any provision portion of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f) shall be exercised ratably among 5(b), the Holders based on each Holder’s initial purchase damages would be uncertain and difficult to estimate because of Warrantsthe parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 [__]2 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. 2 250% of the offering price. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) i. Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) 30 days’ prior noticenotice as provided in Section 5(h), which notice may not be given before, but may be given at any time after the date on which (i) the VWAP has equaled or exceeded $5.50 [●]2 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) . The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) . Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days 30 days’ prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i5(f), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) . From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled cancelled and void and of no further force or effect without any further act or deed on the part of the Company.. __________ 2 Insert amount that is 150% of the Exercise Price (v) v. By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, damages or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) . Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York City time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 [ ] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $[150,000]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase ownership of outstanding Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 [___] for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000[____]. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 [___] per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (ia) Beginning on Within fifteen (15) days after the later indefeasible payment in cash in full of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement Company’s Obligations (as defined in the Warrant Exercise Amended Credit Agreement) is declared effective by under the SEC, this Warrant may be redeemed at Amended Credit Agreement (including the option cash collateralization of any outstanding letters of credit) and termination of the Company, Commitments (as defined in whole or in part, by giving not less than thirty the Amended Credit Agreement) thereunder (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the a “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption DateEvent”), the Holder of a redeemed Warrant shall be entitled Company may elect, at its option, to payment of the Redemption Price upon surrender of the Warrant furnish to the Company. (iii) Notice of redemption of this Warrant Class B Common Holders written notice (the “Redemption Notice”) setting forth the occurrence of a Redemption Event. The Redemption Notice shall give rise to the requirement that the Company purchase from the Class B Common Holders all, but not less than all, of the shares of outstanding Class B Common Stock held by the Class B Common Holders (the “Company Share Redemption”). The Redemption Notice shall be given at least deemed an irrevocable commitment of the Company to purchase all of the shares of Class B Common Stock from the Class B Common Holders. The price to be paid for the shares of Class B Common Stock (the “Purchase Price”) shall be an amount equal to (i) 2.5% of the outstanding principal obligations under the Amended Credit Agreement as of the Closing Date (as defined in the Amended Credit Agreement), if the redemption is effected on or before M▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) 5% of the outstanding principal obligations under the Amended Credit Agreement as of the Closing Date if the redemption is effected after March 31, 2014 and on or before March 31, 2015 or (iii) 7.5% of the outstanding principal obligations under the Amended Credit Agreement as of the Closing Date, if the redemption is effected after March 31, 2015 and on or before March 31, 2016. The foregoing right of the Company to redeem the shares of Class B Common Stock held by the Class B Common Holders shall terminate on March 31, 2016. (b) Following any election by the Company pursuant to Section 4(a) to redeem all of the outstanding shares of Class B Common Stock, the Company and the Class B Common Holders shall cooperate in good faith and use their respective reasonable best efforts to consummate the Company Share Redemption as promptly as reasonably practicable and, in any event, within thirty (30) days prior following the Class B Common Holders’ receipt of the Redemption Notice. Payment of any amounts due to the Redemption Date (the “Redemption Notice Date”) Class B Common Holders under this Section 4 shall be made by the Company (i) providing notice to the Holder as provided Class B Common Holders in Section 5(i), (ii) notifying cash at the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part closing of the CompanyCompany Share Redemption. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. No sooner than fifteen (i15) Beginning on days nor later than ten (10) days prior to the later consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "Change of Control Notice"). At any time during the period beginning after the Holder's receipt of a Change of Control Notice and ending twenty (20) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a "Change of Control Redemption") all or any portion of this Note by delivering written notice thereof ("Change of Control Redemption Notice", and the date thereof, the "Change of Control Redemption Notice Date") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash at a price equal to the greater of (i) the Shareholder Approval sum of (A) 110% of the Conversion Amount being redeemed, (B) the Make-Whole Amount, and (C) any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the Change of Control Redemption Date (as defined below) and (ii) solely if an Equity Conditions Failure has occurred at any time during the period commencing with the Change of Control Redemption Notice Date and ending as of the Change of Control Redemption Date, the product of (A) the Conversion Amount being redeemed together with the Make-Whole Amount and any accrued and unpaid Interest and Late Charges, if any, on such Conversion Amount and Interest through the applicable Change of Control Redemption Date multiplied by (B) the quotient determined by dividing (1) the greatest Closing Sale Price of the Common Shares during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on which the Resale Registration Statement Change of Control Redemption Notice Date by (as defined 2) the Conversion Price (the "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the Warrant Exercise Agreementprovisions of Section 12 and shall have priority to payments to shareholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) is declared effective are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the SECCompany, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Warrant Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(c) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty the Holder into Common Shares pursuant to Section 3 (30) days’ prior notice, which notice may not be given before, but may be given at any time or in the event the Conversion Date is after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value consummation of the Change of Control, such securities or other assets received by the holders of Common Stock for Shares in connection with the consummation of such ten (10) Trading Day period referred Change of Control in such amounts as the Noteholder would have been entitled to receive had such Note been converted immediately prior to such Change of Control). The parties hereto agree that in the event of the Company's redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment suitable substitute investment opportunity for the Holder. Accordingly, any Change of the Redemption Price upon surrender of the Warrant to the Company. (iiiControl redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part deemed, a reasonable estimate of the CompanyHolder's actual loss of its investment opportunity and not as a penalty. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within one Business Day deliver written notice thereof via confirmed facsimile and overnight courier (ian “Event of Default Notice”) Beginning on to the later Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the amount of Principal of this Note the Holder is electing to redeem. Each portion of the Principal amount of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price (the “Event of Default Redemption Price”) equal to 110% of the sum of (i) any accrued and unpaid Interest on the Shareholder Approval Date and Conversion Amount being redeemed, plus (ii) any accrued and unpaid Late Charges on such Conversion Amount and Interest, plus (iii) the greater of (A) the sum of (1) the Conversion Amount to be redeemed and (2) the Make-Whole Amount, and (B) the product of (1) the Conversion Rate with respect to such Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice, and (2) the highest Closing Sale Price of the Common Stock during the period beginning on the date immediately preceding such Event of Default and ending on which the Resale Registration Statement date immediately preceding the payment of the Event of Default Redemption Price. Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 12, to the extent applicable. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, until the Event of Default Redemption Price (as defined in the Warrant Exercise Agreementtogether with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 4(b) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3 hereof. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of this Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”4(b), the Holder Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment of suitable substitute investment opportunity for the Redemption Price upon surrender of the Warrant to the Company. (iiiHolder. Accordingly, any premium due under this Section 4(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. No sooner than fifteen (i15) Beginning days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "Change of Control Notice"). At any time during the period beginning on the later date of the Holder's receipt of a Change of Control Notice and ending twenty (20) Trading Days after the consummation of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof ("Change of Control Redemption Notice") to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at a price equal to the greater of (i) the Shareholder Approval Date product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the greater of the Closing Sale Price of the Common Stock immediately prior to the consummation of the Change of Control, the Closing Sale Price immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of the Common Stock immediately prior to the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 125% of the date on which Conversion Amount being redeemed (the Resale Registration Statement (as defined "Change of Control Redemption Price"). Redemptions required by this Section 5 shall be made in accordance with the Warrant Exercise Agreementprovisions of Section 10 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) is declared effective are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the SECCompany, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Warrant Section 5, until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(c) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company's redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder's damages would be uncertain and difficult to estimate because of the parties' inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment of suitable substitute investment opportunity for the Redemption Price upon surrender of the Warrant to the Company. (iiiHolder. Accordingly, any redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part deemed, a reasonable estimate of the CompanyHolder's actual loss of its investment opportunity and not as a penalty. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 0.34 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 0.01 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning At any time during the period beginning after the Holder’s receipt of a Change of Control Notice and ending on the later date of the consummation of such Change of Control (or, in the event a Change of Control Notice is not delivered at least 10 days prior to a Change of Control, at any time on or after the date which is 10 days prior to a Change of Control and ending 10 days after the consummation of such Change of Control), the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem; provided, however, that the Company shall not be under any obligation to redeem all or any portion of this Note or to deliver the applicable Change of Control Redemption Price unless and until the applicable Change of Control is consummated. The portion of this Note subject to redemption pursuant to this Section 5(c) shall be redeemed by the Company at a price equal to the greater of (i) the Shareholder Approval Date product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option 110% of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be Conversion Amount being redeemed (the “Change of Control Redemption Price”) is $0.0001 per Warrant Share). On and after the date upon which such Warrant is redeemed Redemptions required by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”Section 5(c) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored made in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision provisions of Section 2(e) herein. The Company’s right 12 and shall have priority to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase payments to stockholders in connection with a Change of WarrantsControl.

Redemption Right. No sooner than twenty-five (i25) Beginning on days nor later than twenty (20) days prior to the later consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (ia “Change of Control Notice”) setting forth a description of such transaction in reasonable detail and the Shareholder Approval anticipated Change of Control Redemption Date and (ii) the date on which the Resale Registration Statement (as defined in Section 11(a)) if then known. At any time during the Warrant Exercise Agreementperiod beginning on the earlier to occur of (x) is declared effective any oral or written agreement by the SECCompany or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of this Warrant Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the applicable Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) Holder into Common Stock pursuant to Section 3. The parties hereto agree that in the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value event of the Common Stock for such ten (10) Trading Day period referred to in Company’s redemption of any portion of the Note under this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”5(b), the Holder Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a redeemed Warrant shall be entitled to payment suitable substitute investment opportunity for the Holder. Accordingly, any Change of the Redemption Price upon surrender of the Warrant to the Company. (iiiControl redemption premium due under this Section 5(b) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) is intended by the Company (i) providing notice parties to the Holder as provided in Section 5(i)be, (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and deemed, a reasonable estimate of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents actual loss of its investment opportunity and not as a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Sharespenalty. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. Following the occurrence of a Redemption Event, the Wafra Representative shall have the right for a ninety (i90) Beginning on day period, exercisable by delivering a written notice to the later of Digital Colony Representative (ia “Redemption Notice”), to require the Digital Colony Companies or CCOC (at the Digital Colony Representative’s election) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of delivery of the CompanyRedemption Notice, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”) to repurchase or cause to be repurchased the entirety of the Ownership Interests (i) within thirty (30) Business Days of the Redemption Date at an amount equal to (w) the sum of Management Interests Consideration Amount, the Warrants LA_LAN01:362977.13 Consideration Amount and the Contingent Consideration Amount, if paid (such sum in this clause (w), the Holder “Total Management Consideration Amount”), minus (x) any distributions or payments received by the Wafra Management Subscriber pursuant to the A&R DCMH Agreement, as applicable, as of a redeemed Warrant shall be entitled immediately prior to payment the Redemption Event (including, for the avoidance of doubt, any distributions or payments received of Available Cash pursuant to the A&R DCMH Agreement, but excluding distributions or payments in respect of the Redemption Price upon surrender of Sponsor Commitments or Identified Sponsor Commitments) (such amounts described in this clause (x), the Warrant “Management Distributions”), or (ii) to the Company. extent Colony Capital remains listed on the NYSE or NASDAQ at such time, by doubling the Wafra Management Subscriber’s Specified Percentage with respect to all distributions until the Redemption Amount is paid in full, during which time the Wafra Management Subscribers shall retain their Ownership Interests, as modified by this clause (iiiii) Notice of redemption of this Warrant (the “Redemption NoticeAmount”) shall be given at least thirty (30) days prior to the Redemption Date (, and such redemption right, the “Redemption Notice DateRight”) by (it being agreed and understood that clause (i)(w) of the Company (i) providing notice to the Holder as provided in Section 5(i), definition of Redemption Amount shall be modified for purposes of clause (ii) notifying to read “1.5x the Holders of such redemption via publication of a press release and Total Management Consideration Amount”) (iii) taking such other steps as may be required under applicable law. this clause (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrantii), the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate“Deferred Redemption”). In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this WarrantAgreement, the Company may not require Redemption Right pursuant to this Section 9.1(a) shall only be exercisable concurrently with the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning exercise of the Redemption Notice Date through Right under Section 8 of the Redemption DateCarried Interest Participation Agreement and, to the extent the amount of Management Distributions exceeds the Total Management Consideration Amount (1) the Company shall as it may have honored been modified in accordance connection with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New Yorka Deferred Redemption), New York time) on the Redemption Date, (2) a registration statement such excess shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares deducted from any unpaid Redemption Amount pursuant to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of WarrantsCarried Interest Participation Agreement.

Redemption Right. (i) Beginning on the No later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Exercise Agreement) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication consummation of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares Change of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemedControl, the Company shall as promptly as practicable issue deliver written notice thereof via electronic mail and overnight courier to the Holder (a new certificate “Change of Control Notice”) setting forth a description of such transaction in bookreasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a)) if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and ending twenty-entry form for five (25) days after the number date of unredeemed Warrant Shares. the consummation of such Change of Control, the Holder may require the Company to redeem (via “Change of Control Redemption”) Notwithstanding anything all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the contrary set forth in this WarrantCompany, the Company may not require the cancellation which Change of this Warrant (and any related Control Redemption Notice shall be void)indicate the Note Amount the Holder is electing to require the Company to redeem; provided however, unless, from that in the beginning event of the Redemption Notice Date through the Redemption Date, Proposed Rennova Issuance (1defined in Section 6 below) the Holder shall not be entitled to a Change of Control Redemption and will instead be entitled to the involuntary exchange described in Section 6 below. The portion of this Note subject to redemption pursuant to this Section 5(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the Note Amount being redeemed (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall have honored be made in accordance with the terms provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Warrant all Notices Section 5(b) are deemed or determined by a court of Exercise delivered competent jurisdiction to be prepayments of the Note by 6:30 p.m. (New Yorkthe Company, New York time) on the Redemption Date, (2) a registration statement such redemptions shall be effective as deemed to all Warrant Shares and be voluntary prepayments. The parties hereto agree that in the prospectus thereunder available for use by event of the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach Company’s redemption of any provision portion of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f) shall be exercised ratably among 5(b), the Holders based on each Holder’s initial purchase damages would be uncertain and difficult to estimate because of Warrantsthe parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.

Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within two (i2) Beginning Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (an “Event of Default Notice”) to the Holder. An Event of Default Notice shall include (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default and ending on the fifteenth (15th) Trading Day after the later of (i) the Shareholder Approval Date and (iix) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice (each such period, an “Event of Default Redemption Right Period”), the Holder may require the Company to redeem (an “Event of Default Redemption”) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) 125% of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on which the Resale Registration Statement date immediately preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (as defined II) the lowest Conversion Price in effect during such period (the Warrant Exercise Agreement“Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 12. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4, but subject to Section 3(d), until the Event of Default Redemption Price (together with any interest thereon) is declared effective by paid in full, the SEC, Conversion Amount submitted for redemption under this Warrant Section 4(b) (together with any interest thereon) may be redeemed at the option of the Companyconverted, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Holder into Common Stock for such ten (10) Trading Day period referred pursuant to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate3. In the event of a partial redemption of this Note pursuant hereto, the certificate so returned represents a number Principal amount redeemed shall be deducted in reverse order starting from the final Installment Amount to be paid hereunder on the final Installment Date, unless the Holder otherwise indicates and allocates among any Installment Dates hereunder in the applicable Event of Warrant Shares Default Redemption Notice. The parties hereto agree that in excess the event of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number Company’s redemption of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning portion of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants Note under this Section 2(f4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section 4(b) is intended by the parties to be, and shall be exercised ratably among deemed, a reasonable estimate of the Holders based on each Holder’s initial purchase actual loss of Warrantsits investment opportunity and not as a penalty.

Redemption Right. At least forty-five (i45) Beginning days before the consummation of a Change of Control, but in no event later than fifteen (15) days prior to the record date for the determination of stockholders entitled to vote with respect thereto (or, with respect to a tender offer, or a change in the Board of Directors, if the Company is unable to comply with this time requirement because of the nature of the Change of Control, as soon as the Company reasonably believes that the Change of Control is to be consummated), but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Change of Control Notice”). If the terms of a Change of Control change materially from those set forth in a Change of Control Notice, the Company shall deliver a new Change of Control Notice and the time periods in this clause (b) shall be calculated based upon the Holder’s receipt of the later Change of Control Notice. At any time during the period (the “Change of Control Period”) beginning after the Holder’s receipt of a Change of Control Notice and ending on the date that is fifteen (15) Trading Days after the later of the consummation of such Change of Control or delivery of the Change of Control Notice, the Holder may require the Company to redeem all of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company. The Note shall be redeemed by the Company in cash at a price equal to the sum of (i) the Shareholder Approval Date amount of any accrued and unpaid Interest on the Principal through the date of such redemption payment together with the amount of any accrued and unpaid Late Charges and (ii) the date on which the Resale Registration Statement an amount equal to one hundred and ten percent (as defined in the Warrant Exercise Agreement110%) is declared effective by the SEC, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed Principal then outstanding (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Redemption Right. (i) Beginning on the later of (i) the Shareholder Approval Date and (ii) the date on which the Resale Registration Statement (as defined in the Warrant Initial Exercise Agreement) is declared effective by the SECDate, this Warrant may be redeemed at the option of the Company, in whole or in part, by giving not less than thirty (30) days’ prior notice, which notice may not be given before, but may be given at any time after the date on which (i) the VWAP exceeded $5.50 [__]5 for ten (10) consecutive Trading Days and (ii) the average daily Trading Value of the Common Stock Ordinary Share for such ten (10) Trading Day period referred to in this Section 2(f)(i) exceeded $150,000. (ii) The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.0001 per Warrant Share. On and after the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company. (iii) Notice of redemption of this Warrant (the “Redemption Notice”) shall be given at least thirty (30) days prior to the Redemption Date (the “Redemption Notice Date”) by the Company (i) providing notice to the Holder as provided in Section 5(i), (ii) notifying the Holders of such redemption via publication of a press release and (iii) taking such other steps as may be required under applicable law. (iv) From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder shall cease to represent the right to purchase any shares of Common Stock Ordinary Shares and shall be deemed canceled and void and of no further force or effect without any further act or deed on the part of the Company. (v) By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon their redemption and to indemnify the Company with respect to any losses, claims, damages, or liabilities arising from the Holder’s failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrant Shares. (vi) Notwithstanding anything to the contrary set forth in this Warrant, the Company may not require the cancellation of this Warrant (and any related Redemption Notice shall be void), unless, from the beginning of the Redemption Notice Date through the Redemption Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York, New York time) on the Redemption Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common Stock Ordinary Share shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 5 250% of the offering price.