Common use of Call Provision Clause in Contracts

Call Provision. If (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $3.00 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for each day in such Measurement Period exceeds $1,000,000 500,000 shares traded per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(d) and this Section 2(f), if, after the 90th calendar day following the Effective Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $7.13 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 200,000 shares of Common Stock per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .10 per underlying Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5v) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of Section 2(e2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(d) and this Section 2(f), if, after the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Business Days (the “Measurement Period,” which 10 20 consecutive Trading Business Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $5.00 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar minimum volume for such Measurement Period exceeds $1,000,000 75,000 shares of Common Stock per Trading Business Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any and (iv) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the shares issuable pursuant to the Transaction Documents (and the Company may believes, in its sole discretiongood faith, that such effectiveness will continue uninterrupted for the foreseeable future) then, the Company may, within one (1) Trading 1 Business Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day 20th Business Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of Section 2(e2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 3.4 and this Section 3.5, if, after the date of issuance, (i) the VWAP for each of 10 20 consecutive Trading Days trading days (the “Measurement Period,” which 10 20 consecutive Trading Day trading day period shall not have commenced until after the Issuance Datedate of issuance) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 300% of the Exercise PricePrice (subject to adjustment for forward and reverse stock splits, or (b) with respect to all subsequent periodsrecapitalizations, equal to or greater than 150% stock dividends and the like after the date of the Exercise Priceissuance), (ii) the average daily dollar volume for such on each trading day during the Measurement Period exceeds $1,000,000 300,000 per Trading Day trading day, and (iii) the Registered Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiariessubsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day trading day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, such Warrant for which a Notice of Exercise an exercise notice has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Registered Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this such Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this such Warrant subject to such Call Notice for which a Notice of Exercise an exercise notice shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth tenth trading day after the date the Call Notice is received by the Registered Holder (such date and time, the “Call Date”). Any unexercised portion of this such Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise exercise notices with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise exercise notice delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this such Warrant. For example, if (A) this a Warrant then permits the Registered Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Registered Holder tenders a Notice of Exercise an exercise notice in respect of 50 Warrant Shares, then (x) on the Call Date the right under this such Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this such Warrant, will have issued and delivered to the Registered Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Registered Holder may, until the Termination Expiration Date, exercise this such Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f)3.5, the Company may deliver subsequent Call Notices for any portion of this such Warrant for which the Registered Holder shall not have delivered a Notice of Exercisean exercise notice. Notwithstanding anything to the contrary set forth in this such Warrant, the Company may not deliver a Call Notice or require the cancellation of this such Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant Agreement all Notices of Exercise exercise notices delivered by 6:30 p.m. (New York City time) on the Call Date, and (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 Registered Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesShares under such Warrant, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) 3.4 herein. The Company’s right to call the Warrants under this Section 3.5 shall be exercised ratably among the Holders based on each Registered Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(d)(i) and this Section 2(f), if (iA) commencing on the six (6) month anniversary of the Initial Exercise Date, the VWAP of the Common Stock for each of 10 consecutive Trading Days (such 10 consecutive Trading Day period, the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until ”) equals or exceeds $2.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates), then the Company may in its sole discretionmay, within one three (13) Trading Day Days of the end of such Measurement Period, call for the cancellation of all, and only all, up to 50% of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant Shares for which a Notice of Exercise has not yet been delivered to the Company (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share, and (B) commencing on the twelve (12) month anniversary of the Initial Exercise Date, the VWAP of the Common Stock on each Trading Day in a Measurement Period equals or exceeds $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date), then the Company may, within three (3) Trading Days of the end of such Measurement Period, call for the cancellation of up to all of the remaining Warrant Shares for which a Notice of Exercise has not yet been delivered to the Company (such right, also a “Call”) for consideration equal to $.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice Call Notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Company by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants Warrant Shares shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, unless (a) from the beginning of the Measurement Period through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3ii) the Common Stock shall be listed or quoted for trading on the Trading Market, Market and (4iii) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, (b) if the Warrant Shares are subject to a lock-up agreement that is required by a placement agent, the Call occurs at least 90 days following the expiration of such lock-up agreement, and (5c) with respect to the Warrant Shares that are subject to the Call, the issuance of all such Warrant Shares subject to a Call Notice upon exercise of this Warrant by the Holder shall not cause a breach of any provision of Section 2(e2(d)(i) herein, provided that, solely for purpose of this clause (c) of this Section 2(f), the Beneficial Ownership Limitation shall be deemed to be 9.99%.

Call Provision. If Subject to the provisions of Section 2(d) or Section 2(e) and this Section 2(f), if, after the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $5.50 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per .001per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Cali Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is ls received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(d) or Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of this Section 2(f), if after the 12 month anniversary of the date of the Purchase Agreement, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” "MEASUREMENT PERIOD", which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $4.00 (athe "THRESHOLD PRICE") with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar trading volume for such Measurement the Threshold Period exceeds $1,000,000 per Trading Day 100,000 shares (both adjusted for any stock splits, reverse splits and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by like occurring after the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or AffiliatesInitial Exercise Date), then the Company may in its sole discretionmay, within one (1) two Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share"CALL"). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”"CALL NOTICE"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “Call Date”"CALL DATE"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the Holder, and (3iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares . The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock for issuance of all Warrant Shares, and (5) pursuant to the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinPurchase Agreement.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $[ ] (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiariessubsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of any such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 250% of the then Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, Price and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Effective Date, the last sale price of the Common Stock has been at least $24.00 (isubject to adjustment for reverse and forward stock splits and the like)) the VWAP for on each of 10 20 Trading Days within any 30 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period Measurement Period shall not have commenced until after the Issuance Effective Date, and which Measurement Period shall end three (3) is: (a) with respect Trading Days prior to delivery of the Call Notice to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or AffiliatesHolders), then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation not less than all of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .01 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth (30th ) calendar day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of Section 2(e) herein, and (6) the Company has not provided the Holder any information that constitutes, or might constitute, material non-public information. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $____3 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 175,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice _________________________________ 3 300% of Exercise Price. of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 250% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the then Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 shares per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 5:30 p.m. (New York City time) on the thirtieth day Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 5:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 5:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 5:30 p.m. (New York City time) on the Call Date, and (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 HolderHolder or all of such shares may be sold pursuant to Rule 144 upon cashless exercise without restrictions, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(d) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $4.50 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Date, equal to or greater than 200% issuance date of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Pricethis Warrant), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the issuance date of this Warrant) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received sent by the Holder Company (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of 2(d) herein (i.e., the Company may only call such portion of the Warrant as to which Holder is entitled to exercise in accordance with Section 2(e2(d)). The Company’s right to call the Warrants under this Section 2(f) hereinshall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants from the Company.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $______1 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 300,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a the Company’s registration statement (file #333-208638) shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for issuance to the sale Holder of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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. 1 250% of the initial Exercise Price.

Call Provision. If (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date”) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 400% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the initial Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is holders of Warrants issued pursuant to the Purchase Agreement, including the Holder, are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, Company or any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration StatementPurchase Agreement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. If Subject to the provisions of Section 2(d) and this Section 2(f), if, after the earlier of the Effective Date or the expiration of the Rule 144 holding period for cashless exercise, (i) the VWAP for each of 10 5 consecutive Trading Days (the “Measurement Period,” which 10 5 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $1.75 (a) with respect to the 60-day period following the Issuance Dateadjusted for any subsequent stock splits, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Pricereverse splits and similar capital adjustments), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5v) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of Section 2(e2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions hereof, if, after the Issuance Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after ”) exceeds $0.30 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Datelike, equal to or greater than 200% of including proportional adjustments lower if the Exercise PricePrice is lowered), or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar trading volume for such Measurement Period exceeds $1,000,000 50,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or AffiliatesDay, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Periodmay, call for cancellation all or any portion of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Exercise Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .00001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Exercise Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 5:30 p.m. (New York City time) on the thirtieth day fifteenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Exercise Notices of Exercise with respect to Warrant Shares Securities subject to a Call Notice that are tendered through 6:30 5:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares Securities subject to such Call Notice prior to reducing the remaining Warrant Shares Securities available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 of the Warrant SharesSecurities, (B) a Call Notice pertains to of the 75 Warrant SharesSecurities, and (C) prior to 6:30 5:30 p.m. (New York City time) on the Call Date the Holder tenders a an Exercise Notice of Exercise in respect of 50 of the Warrant SharesSecurities, then (x) on the Call Date the right under this Warrant to acquire 25 of the Warrant Shares Securities will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 of the Warrant Shares Securities in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 of the Warrant Shares Securities (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercisean Exercise Notice. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning end of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement Registration Statement shall be effective as to all Warrant Shares Securities and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares Securities. The Company’s right to call the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Warrants under this Section 2(e) hereinshall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the date that is one hundred eighty (180) days following the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance date that is one hundred eighty (180) days following the Initial Exercise Date) is: exceeds $______1 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average dollar daily dollar volume for such Measurement Period exceeds $1,000,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 0.0001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrant Shares remaining under the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the 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, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesShares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Registration Statement, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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 the then outstanding Warrants. 1 300% of the Exercise Price

Call Provision. If Subject to the provisions of Section 2(e), and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP average closing sale price for each of 10 consecutive 30 Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date”) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 500% of the Exercise Price, or Price (b) with respect subject to all subsequent periods, equal adjustment pursuant to or greater than 150% of the Exercise PriceSection 3(a)), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 per Trading Day and (iii) the Holder is has not in been provided with any possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 1.285 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Warrant Shares shall be effective as eligible for legend removal pursuant to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the HolderRule 144, and there shall be no Public Information Failure (3) the Common Stock shall be listed or quoted for trading on the Trading Principal Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5Securities under the Transaction Documents. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the issuance Holders based on each Holder’s initial purchase of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinWarrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after thirteen (13) months from the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 300% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the then Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is holders of Warrants issued pursuant to the Underwriting Agreement, including the Holder, are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, Company or any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration StatementAgreement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to all of the then issued and outstanding Warrants issued pursuant to the Underwriting Agreement.

Call Provision. If In the event that both of the following conditions are met (the “Call Conditions”), the Company may “call” this Warrant requiring the Holder purchase all or a portion of the Warrant Shares pursuant to the provisions of this Paragraph: (i) the VWAP closing price of the Common Stock for each of 10 ten (10) consecutive Trading Days business days, equals or exceeds three (3) times the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Datedate of issuance of this Warrant), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and Warrant Shares are subject to an effective registration statement (iii“Registration Statement”) filed with the Holder is not in possession of any information that constitutesSecurities & Exchange Commission. If the Call Conditions are satisfied concurrently, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one thirty (130) Trading Day of the end calendar days of such Measurement Periodday, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, remaining Warrant Shares for which a Notice of Exercise Form has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable registered Holder a written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If In the conditions set forth below event a Notice of Exercise Form for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. Company within thirty (New York City time30) on the thirtieth day calendar days after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again then such portion shall be forfeited in its entirety without payment or consideration to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the registered Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. If (i) Subject to the provisions of this Section 2(f), if after the Effective Date the VWAP for each of 10 consecutive Trading Days (the “"Measurement Period,” ", which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 130% of the Exercise Price (subject to adjustment as set forth herein) (the "Threshold Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates"), then the Company may in its sole discretionmay, within one (1) five Trading Day Days of the end of such Measurement Periodperiod, call for cancellation redemption of all, and only all, all or any portion of this Warrant for $0.01 per share (the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, "Call Price") for which a Notice of Exercise has not yet been delivered (such right, a “"Call”) for consideration equal to $0.001 per Warrant Share"). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “"Call Notice”"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day 10th Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period 10th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the Holder, and (3iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares . The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock for issuance of all Warrant Shares, and (5) pursuant to the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinPurchase Agreement.

Call Provision. If (iSubject to the provisions of Section 2(d) and this Section 2(f), if, after the VWAP Effective Date, the Closing Price for each of 10 20 consecutive Trading Days (the “Measurement Period,” ”, which 10 consecutive 20 Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 250% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Threshold Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates”), then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Periodperiod, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day 30th Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the Holder, and (3iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5v) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of be in accordance with Section 2(e2(d) herein. The Company’s right to Call the Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of Common Stock.

Call Provision. If (iSubject to the provisions of Section 2(d) and this Section 2(f), if, after the Effective Date, the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 consecutive 20 Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than exceeds 150% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends, and the like after the Initial Exercise Date) (the “Threshold Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates”), then the Company may in its sole discretionmay, within one (1) three Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from for the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 5:00 p.m. (New York City Arizona time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 5:00 p.m. (New York City Arizona time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ai) this Warrant then permits the Holder to acquire 100 Warrant Shares, (Bii) a Call Notice pertains to 75 Warrant Shares, and (Ciii) prior to 6:30 5:00 p.m. (New York City Arizona time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1A) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 5:00 p.m. (New York City Arizona time) on the Call Date, and (2B) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3C) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4D) there is a sufficient number of authorized shares of Common Stock for issuance of all the Warrant Shares, and (5E) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of be in accordance with Section 2(e2(d) herein. The Company’s right to Call the Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of Common Stock.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after thirteen (13) months from the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 300% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the then Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is holders of Warrants issued pursuant to the Underwriting Agreement, including the Holder, are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration StatementAgreement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to all of the then issued and outstanding Warrants issued pursuant to the Underwriting Agreement.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 any 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $1.80 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiariessubsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of any such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(d) and this Section 2(f), if, after the Effective Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than exceeds 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the then-effective Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 50,000 shares per Trading Day (adjusted for any stock splits etc.), (iii) a Registration Statement is effective for the resale of all of the Warrant Shares, and (iiiiv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of Section 2(e2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If (iSubject to the provisions of Section 2(d) and this Section 2(f), if, after the Effective Date and the Initial Exercise Date, the VWAP for each of 10 twenty (20) consecutive Trading Days (the “Measurement Period,” which 10 twenty (20) consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day 3.00 (subject to adjustment for forward and (iii) reverse stock splits, recapitalizations, stock dividends and the Holder is not in possession of any information that constituteslike after the date hereof), or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation up to 680,000 2 of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day twentieth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5v) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of Section 2(e2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 2 50% of the Warrant Shares represented by this Warrant.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $____ (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 __________ per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a the Company’s registration statement (file #333-208638) shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for issuance to the sale Holder of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If In the event that both of the following conditions are met (the “Call Conditions”), the Company may “call” this Warrant requiring the Holder purchase all or a portion of the Warrant Shares pursuant to the provisions of this Paragraph: (i) the VWAP closing price of the Common Stock for each of 10 ten (10) consecutive Trading Days trading days, equals or exceeds two (2) times the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Datedate of issuance of this Warrant), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and Warrant Shares are subject to an effective registration statement (iii“Registration Statement”) filed with the Holder is not in possession of any information that constitutesSecurities & Exchange Commission. If the Call Conditions are satisfied concurrently, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one thirty (130) Trading Day of the end calendar days of such Measurement Periodday, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, remaining Warrant Shares for which a Notice of Exercise Form has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable registered Holder a written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If In the conditions set forth below event a Notice of Exercise Form for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. Company within thirty (New York City time30) on the thirtieth day calendar days after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again then such portion shall be forfeited in its entirety without payment or consideration to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the registered Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $____ (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200[ ]% of the Initial Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150[ ]% of the Initial Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 [ ] per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. If Subject to the provisions of Section 2(e) and this Section Section 2(f), if, after the date a registration statement registering the sale of all of the Warrant Shares has been declared effective by the Commission (the “Effective Date”), (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $10.00 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 shares per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all of the Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after thirteen (13) months from the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until thirteen (13) months after the Issuance Initial Exercise Date) is: (a) with respect to exceeds the 60-day period following the Issuance Date, equal to or greater than 200higher of 300% of the initial Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150Price and 400% of the then Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is holders of Warrants issued pursuant to the Underwriting Agreement, including the Holder, are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, Company or any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration StatementAgreement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the shares of Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. For the avoidance of doubt, the Company may only exercise its right to call the Warrants under this Section 2(f), if it concurrently exercises its right with respect to all of the then issued and outstanding Warrants issued pursuant to the Underwriting Agreement.

Call Provision. If (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date”) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than exceeds 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the initial Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is holders of Warrants issued pursuant to the Purchase Agreement, including the Holder, are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, Company or any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration StatementPurchase Agreement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. If (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200250% of the Initial Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150200% of the Initial Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(d) and this Section 2(e), if, after the effective date of a registration statement under the Securities Act providing for the resale of the Warrants, (i) the VWAP VWAP, as defined below, for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $0.75 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 50,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 5 Trading Day Days of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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(e) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If After the Trigger Date (ias defined herein) and until the VWAP for each of 10 consecutive Termination Date, the Company may, within ten (10) Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Trigger Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies; provided, however, that in order to exercise such right the VWAP on the Trading Day immediately preceding the date the Company delivers the Call Notice to the Holders must exceed the Exercise Price. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date of the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period Trigger Date through the Call Date, (1) the Company shall have honored honors in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be is 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 HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the issuance of all Holders based on the Warrant Shares subject to underlying each Holder’s Warrants. For the purposes of this section 2(f), the “Trigger Date” shall mean the date that is thirty (30) days following the public announcement by the Company of the top-line results from the phase 1b clinical trial of LTI-03 in patients with idiopathic pulmonary fibrosis, including a Call Notice shall not cause statement that there were no drug-related adverse events that resulted in a breach discontinuation of any provision of Section 2(e) hereinthe trial.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Effective Date, (i) the VWAP Closing Price for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $0.45 per share (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar trading volume of the Common Stock on the Trading Market shall exceed 1,000,000 shares (subject to adjustment for such Measurement Period exceeds $1,000,000 forward and reverse stock splits, stock dividends, recapitalizations and the like) per Trading Day for each Trading Day during the Measurement Period, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one two (12) Trading Day Days of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date beginning of the Call Notice Measurement period through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by 6:30 p.m. (New York City time) on the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain or which is exercised prior to 6:30 p.m. (New York City time) on the Call Date will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Closing Price for each Trading Day during the period from the beginning of the Measurement Period through the Call Date shall have exceeded $0.45, (2) the trading volume of the Common Stock on the Trading Market shall exceed 1,000,000 shares (subject to adjustment for forward and reverse stock splits, stock dividends, recapitalizations and the like) per Trading Day for each Trading Day during the Measurement Period through and including the Call Date, (3) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by anytime from the Initial Exercise Date through 6:30 p.m. (New York City time) on the Call Date, and shall have delivered such shares to the Holder without restrictive legends (2or shall have removed restrictive legends) a registration statement if so required under the terms hereof or the terms of the Securities Purchase Agreement, and (4) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (35) the Common Stock shall be listed or quoted for trading on the Trading Market, and (46) there is a sufficient number of authorized and reserved shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (57) the issuance of all the total number of Warrant Shares subject to a underlying the number of Warrants specified in the Call Notice shall would 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.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $____1 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 1 [300]% of the then Exercise Price.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the earlier of the effective date of the Registration Statement “Effective Date”), (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than exceeds 200% of the then Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, Price and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth (30th) calendar day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If Subject to the provisions hereof, if, after the Issuance Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after ”) exceeds $0.17 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Datelike, equal to or greater than 200% of including proportional adjustments lower if the Exercise PricePrice is lowered), or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar trading volume for such Measurement Period exceeds $1,000,000 50,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or AffiliatesDay, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Periodmay, call for cancellation all or any portion of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Exercise Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .00001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Exercise Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 5:30 p.m. (New York City time) on the thirtieth day fifteenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Exercise Notices of Exercise with respect to Warrant Shares Securities subject to a Call Notice that are tendered through 6:30 5:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares Securities subject to such Call Notice prior to reducing the remaining Warrant Shares Securities available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 of the Warrant SharesSecurities, (B) a Call Notice pertains to of the 75 Warrant SharesSecurities, and (C) prior to 6:30 5:30 p.m. (New York City time) on the Call Date the Holder tenders a an Exercise Notice of Exercise in respect of 50 of the Warrant SharesSecurities, then (x) on the Call Date the right under this Warrant to acquire 25 of the Warrant Shares Securities will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 of the Warrant Shares Securities in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 of the Warrant Shares Securities (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercisean Exercise Notice. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning end of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement Registration Statement shall be effective as to all Warrant Shares Securities and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares Securities. The Company’s right to call the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Warrants under this Section 2(e) hereinshall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) or Section 2(f) and this Section 2(g), if, after March 25, 2022, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after March 25, 2022) exceeds $44.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Issuance like after the Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) either (i) all Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 and without the requirement for the Company to be in compliance the requirements of Rule 144(c)(1) (assuming exercise of this Warrant via cashless exercise) or (ii) a registration statement registering the resale of all Warrant Shares shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (54) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) or Section 2(f) herein. The Company’s right to call the Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Effective Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $1.75 (asubject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date on which the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $[ __ ] (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock ADSs shall be listed or quoted for trading on the Trading Market, and (4) there is the directors of the Company have authority to allot a sufficient number of authorized shares of Common Stock to provide for the issuance of all the Warrant SharesADSs and underlying Ordinary Shares upon the exercise of any purchase rights under this Warrant, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $4.95 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the date that is one hundred eighty (180) days following the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance date that is one hundred eighty (180) days following the Initial Exercise Date) is: exceeds $____1 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average dollar daily dollar volume for such Measurement Period exceeds $1,000,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 0.0001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrant Shares remaining under the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the 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, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesShares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Registration Statement, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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 the then outstanding Warrants. 1 300% of the Exercise Price

Call Provision. If (i) Subject to the VWAP provisions of this Section 2(c), if, the average closing bid price for each of 10 consecutive Trading Days trading days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until ”) exceeds $0.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day 30 trading days of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .01 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth fifth trading day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(c), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all the Warrant Shares, and (5. The Company’s right to call the Warrants under this Section 2(c) shall be exercised ratably among the issuance Holders based on each Holder’s initial purchase of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinWarrants.

Call Provision. If Subject to the provisions of Section 5(c) and this Section 1(c), if, following the effectiveness of the Registration Statement (the “Effective Date”), (i) the VWAP closing price per share of the Common Stock for each of 10 consecutive Trading Days any 20 trading days during any 30 trading day period (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until ”) exceeds $55.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Datedate of issuance of this Warrant (the “Date of Issuance”)) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, constitutes material non-public information which was provided by (or on behalf of) the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one five (15) Trading Day trading days of the end of such Measurement Period, call for cancellation of all, and only all, up to 100% of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including Warrant Shares represented by this Warrant, Warrant for which a an Exercise Notice of Exercise (as defined below) has not yet been delivered (such right, a “Call”) ). The consideration for consideration the Call shall be equal to $0.001 0.0001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below in this Section 1(c) for such Call are satisfied from the period at any time from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such the Call Notice for which a Notice of Exercise shall not have been received that remains unexercised by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth fifth (5th) trading day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Exercise Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants for which the Holder has the right to exercise shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f1(c), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercisean Exercise Notice. Notwithstanding anything The Company’s right to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require and to exercise the cancellation Call Right thereunder is subject to the satisfaction of this Warrant (and any such Call Notice shall be void), unless, the following conditions from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (32) the Common Stock shall be listed or quoted for trading on the Trading Markettrading market on which the Common Stock is listed as reported by Bloomberg (as defined below), and (43) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (54) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e5(c) herein. The Company’s right to call the Warrants under this Section 1(c) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the date that is one hundred eighty (180) days following the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance date that is one hundred eighty (180) days following the Initial Exercise Date) is: exceeds $ (a1) with respect (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average dollar daily dollar volume for such Measurement Period exceeds $1,000,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 0.0001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. (1) 300% of exercise price. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrant Shares remaining under the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the 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, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesShares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Registration Statement, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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 the then outstanding Warrants.

Call Provision. If Subject to the provisions of Section 1(f), if, after the Issuance Date, (i) the VWAP Closing Sale Price for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until ”) exceeds $[200% of Exercise Price] (subject to adjustment for stock splits, recapitalizations, stock dividends and the like after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Date), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any Any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City Eastern time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by given to the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect The Company’s right to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of call the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (ASection 1(h) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from exercised ratably among the beginning Holders based on each Holder’s initial purchase of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinWarrants.

Call Provision. If Subject to the provisions of Section 2(d) and this Section 2(e), if (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date) is: exceeds $0.35 (a) with respect subject to the 60-day period following the Issuance Dateterms of Section 3 herein, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 30 Trading Day Days of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day fifth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4ii) there is a sufficient number of authorized shares of Common Stock for issuance of all the Warrant Shares, and (5iii) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of Section 2(e2(d) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(d) and this Section 2(f), if, after the Effective Date (i) the VWAP for each of 10 20 consecutive Trading Days (the “"Measurement Period,” ", which 10 consecutive 20 Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than exceeds 200% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the "Threshold Price, or (b") with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement any Threshold Period, which Threshold Period shall have commenced only after the Effective Date, exceeds $1,000,000 100,000 shares of Common Stock per Trading Day (subject to adjustment for forward and (iii) reverse stock splits, recapitalizations, stock dividends and the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by like after the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or AffiliatesInitial Exercise Date), then the Company may in its sole discretionmay, within one (1) three Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”) for consideration equal to $0.001 per Warrant Share"). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “"Call Notice”"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “"Call Date”)") upon payment by the Company to the Holder of $0.05 per Warrant Share. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the Holder, and (3iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5v) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of be in accordance with Section 2(e2(d) herein.. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock. 157

Call Provision. If Subject to the provisions of Section 3.4 and this Section 4.4, if, after the thirteen (13) month anniversary of the Issuance Date (the "Effective Date"), (i) the VWAP for each of 10 consecutive Trading Days (the “"Measurement Period,” " which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $7.00 (a) with respect subject to the 60-day period following the Issuance Dateadjustment for forward and reverse stock splits, equal to recapitalizations, stock dividends or greater than 200% of similar event during the Exercise Price, or (bPeriod) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 per Trading Day, then the Company may, within one (1) Trading Day and of the end of such Measurement Period, call for cancellation of all or any portion of the Warrants for which an Election to Purchase has not yet been delivered (iiisuch right, a "Call") for consideration equal to $0.0001 per Common Share issuable on exercise of the Warrants subject to cancellation, provided that (x) the Company may not call for cancellation of any Warrants held by a Holder which, as of the date of the Call Notice (as defined below), is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, Company or any of its Subsidiariessubsidiaries, or any of their respective officers, directors, employeesemployees or agents, agents or Affiliatesand (y) in the event that the exercise of the Warrants subject to such Call would cause a breach of any provision of Section 3.4 herein with respect to any Holder, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of with respect to such Measurement PeriodHolder, call for cancellation only that maximum number of allWarrants upon exercise of which such Holder would beneficially own up to, and only allbut not exceeding, the Maximum Percentage of the Common Shares outstanding (such number of Warrants issued pursuant to be determined by such Holder and provided by written notice to the Underwriting Agreement and/or Company prior to the Registration Statement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant ShareCall Date). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holders an irrevocable written notice (a “"Call Notice”), ") indicating therein the unexercised portion of this Warrant the Warrants to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant the Warrants subject to such Call Notice for which a Notice of Exercise an Election to Purchase shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date of the Call Notice is received by the Holder (such date and time, the “"Call Date”"). Any unexercised portion of this Warrant the Warrants to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise Elections to Purchase with respect to Warrant Shares Warrants subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Election to Purchase delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Common Shares issuable on exercise of the Warrants subject to such Call Notice prior to reducing the remaining Warrant Common Shares available for purchase under this Warrantissuable on exercise of the remaining Warrants held by such Holder. For example, if (A) this Warrant then permits the a Holder holds Warrants to acquire 100 Warrant Common Shares, (B) a Call Notice pertains to Warrants to purchase 75 Warrant Common Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Date, such Holder tenders a Notice of Exercise an Election to Purchase in respect of 50 Warrant Common Shares, then (x) on the Call Date the right under this Warrant such Warrants to acquire 25 Warrant Common Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrantsuch Warrants, will have issued and delivered to the Holder 50 Warrant Common Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Expiration Date, exercise this Warrant for Warrants to purchase 25 Warrant Common Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f)4.4, the Company may deliver subsequent Call Notices for any portion of this Warrant the Warrants for which the Holder Holders shall not have delivered a Notice of Exercisean Election to Purchase and not called for cancellation pursuant to this Section 4.4. Notwithstanding anything to the contrary set forth in this Warrantthe Warrants, the Company may not deliver a Call Notice or require the cancellation of this Warrant the Warrants (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant the Warrants all Notices of Exercise Elections to Purchase delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock Shares shall be listed or quoted for trading on a securities exchange or trading market. The Company's right to call the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) Warrants under this Section 4.4 shall be exercised ratably among the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinHolders.

Call Provision. If (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200250% of the Initial Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150200% of the Initial Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the sixtieth day (60th) following the Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $____2 (asubject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends, rights offerings and the like after the Initial Exercise Date) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 2 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Shareno consideration. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares ADSs subject to such Call Notice prior to reducing the remaining Warrant Shares ADSs available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant SharesADSs, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant SharesADSs, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares ADSs will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares ADSs in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares ADSs (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares ADSs and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares ADSs to the Holder, and (3) the Common Stock ADSs shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant SharesADSs, and (5) the issuance of all Warrant Shares ADSs subject to a Call 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.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the two (2) year anniversary of Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $____2 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 350,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .01 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the 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, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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 the then outstanding Warrants. 2 300% of Exercise Price of Series E Warrants issued pursuant to the Registration Statement

Call Provision. If Subject to the provisions of this Section 2(d), if, at any time after the Initial Exercise Date , (i) the VWAP (as defined below) for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date”) is: (a) with respect to the 60-day period following the Issuance Dateexceeds $0.9216 per share, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which that was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) three Trading Day of Days after the end of such Measurement Period, call for cancellation cancelation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such the notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which the Company does not receive a Notice of Exercise shall not have been received by the Call Date will be cancelled canceled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will shall honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Any Notice of Exercise delivered following a Call Notice which that calls less than all of the Warrants shall will first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 40 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 35 Warrant Shares will be automatically cancelledcanceled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 40 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided in this Warrant and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(d), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall has not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation cancelation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents. For purposes of this Section 2(d), “VWAP” means, for the Common Stock as of any date, the dollar volume-weighted average price for such security on the Trading Market during the period beginning at 9:30:01 a.m., New York time, and (5) ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the issuance foregoing does not apply, the dollar volume-weighted average price of all Warrant Shares subject to a Call Notice shall not cause a breach such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any provision of Section 2(e) hereinthe market makers for such security as reported by OTC Markets Group Inc. If VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date will be the fair market value as mutually determined by the Company and the Holder. All such determinations will be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $____2 (asubject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends, rights offerings and the like after the Initial Exercise Date) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 2 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Shareno consideration. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares ADSs subject to such Call Notice prior to reducing the remaining Warrant Shares ADSs available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant SharesADSs, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant SharesADSs, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares ADSs will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares ADSs in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares ADSs (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares ADSs and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares ADSs to the Holder, and (3) the Common Stock ADSs shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant SharesADSs, and (5) the issuance of all Warrant Shares ADSs subject to a Call 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.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the 90th day following the Effective Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $0.60 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 50,000 per Trading Day and Day, (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, (iv) at least 15 days shall have elapsed since the date of the prior Call Date (as defined below) and (v) the Company has not received a “skull and crossbones” designation from OTC markets then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant Shares or any portion thereof for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day 30th Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise (cash or cashless) with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. In the event that the Call would cause the Holder to exceed the Beneficial Ownership Limitation set forth in Section 2(e), in lieu of Warrant Shares the Company may issue the Holder a “pre-paid” warrant otherwise in the form of the Series A Warrants, the form and substance of which shall be reasonably acceptable to the Holder.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 5 consecutive Trading Days (the “Measurement Period,” which 10 5 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $2 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 5:00 p.m. (New York City time) on the thirtieth day fifthTrading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 5:00 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 5:00 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 5:00 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 2 250% of the initial Exercise Price

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $6.875 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, Affiliates then the Company may in its sole discretionmay, within one (1) 2 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the 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, and (3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If (a) The Company may, at its sole option, call the Warrants at any time prior to exercise, on not less than 65 days prior written notice, following the occurrence of either of the following events: (i) The Warrant Holder’s resale of the VWAP Warrant Stock has been registered for each resale, and the closing price of 10 the Common Stock on the principal market therefor for 30 consecutive Trading Days trading days exceeds $1.50 per share (as the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after same may be adjusted for stock splits, stock dividends, and any similar event affecting the Issuance Datenumber of outstanding shares of Common Stock); or (ii) is: (a) with With respect to the 60-day period following the Issuance Date, equal to % or greater than 200% ___ shares of the Exercise PriceWarrant Stock, or if the Company enters into a contract with any entity other than the United States Missile Defense Agency having a guaranteed minimum revenue to the Company of at least $1,000,000. (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call in clause (a) above are satisfied from satisfied, and the period from Company desires to call the Warrants, it shall send a call notice to the Warrant Holder, first class mail, postage prepaid, not later than the 65th day before the date of fixed for closing the Call Notice through and including the Call Date call (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”), at such Warrant Holder’s last address for notice as shall appear on the Warrant register maintained by the Company. Any unexercised portion notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Registered Holder receives such notice. (c) No failure to mail such call notice nor any defect therein or in the mailing thereof shall affect the validity of this the proceedings for such call, except as to a Warrant Holder (a) to which whom notice was not mailed or (b) whose notice was defective. An affidavit of the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, Secretary or an Assistant Secretary of the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Companycall notice has been mailed shall, in the time and manner required under this Warrantabsence of fraud, will have issued and delivered to the Holder 50 Warrant Shares in respect be conclusive evidence of the exercises following receipt of facts stated therein. (d) If the Call Notice, and (z) Warrant Holder fails to exercise the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through by the Call Date, (1) the Company Warrants shall be cancelled without any further action, and the Warrant Holder shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinno further rights hereunder.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if (i) the VWAP Company publicly reports at least $4,500,000 in ordinary course net sales of Lungfit products for each the quarter ending March 31, 2025 in the filing of 10 consecutive Trading Days its Annual Report on Form 10-K with the Commission (such date the Company files its Annual Report on Form 10-K, the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Reporting Date) is: (a) with respect to the 60-day period following the Issuance Date”), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement PeriodReporting Date, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period Reporting Date through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein, and (6) there shall be no uncured default by the Company under any of the Transaction Documents. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $______1 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder (or for the resale of such Warrant Shares by the Holder), and (3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. 1 [200% of the then Exercise Price.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $10.35 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until exceeds $3.95 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 per Trading Day and Day, (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or AffiliatesAffiliates and (iv) there is an effective registration statement and current prospectus thereunder to permit the resale of all of the Warrant Shares to the Holder, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the date that is one hundred eighty (180) days following the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance date that is one hundred eighty (180) days following the Initial Exercise Date) is: exceeds $[____] (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average dollar daily dollar volume for such Measurement Period exceeds $1,000,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 0.0001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrant Shares remaining under the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the 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, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesShares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Registration Statement, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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 the then outstanding Warrants.

Call Provision. If i. Subject to the provisions of Section 2(e) and this Section 2(f), if, after the date hereof, (i) the VWAP of the Common Stock for each any ten (10) out of 10 twenty (20) consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date”) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 125% of the then Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, Price and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one four (14) Trading Day Days of the end last day of such Measurement Period, call for cancellation a portion of all, and only all, this Warrant representing up to 50% of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant Shares for which a Notice of Exercise has not yet been delivered (such right, a the “CallMaximum 125% Call Amount”) as of the date of the 125% Call Notice (as defined below) for consideration equal to $0.001 .001 per Warrant ShareShare (such right, a “125% Call”). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “125% Call Notice”), indicating therein the portion of the unexercised portion of this Warrant to which such notice applies, which shall not exceed the Maximum 125% Call Amount. If the conditions set forth below for such 125% Call are satisfied from the period from the date of the 125% Call Notice through and including the 125% Call Date (as defined below), then any the portion of this Warrant subject to such 125% Call Notice for which a Notice of Exercise shall not have been received by the 125% Call Date will be cancelled at 6:30 11:59:59 p.m. (loal time in New York City timeCity, New Yorktime) on the thirtieth day tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “125% Call Date”). Any unexercised portion of this Warrant to which the 125% Call Notice does not pertain will be unaffected by such 125% Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a 125% Call Notice that are tendered through 6:30 11:59:59 p.m. (loal time in New York City City, New York time) on the 125% Call Date. The parties agree that any Notice of Exercise delivered following a 125% Call Notice which calls less than all of the Warrants Maximum 125% Call Amount shall first reduce to zero the number of Warrant Shares subject to such 125% Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 one hundred (100) Warrant Shares, (B) a 125% Call Notice pertains to 75 twenty-five (25) Warrant SharesShares (e.g., one-half of the Maximum 125% Call Amount), and (C) prior to 6:30 11:59:59 p.m. (loal time in New York City City, New York time) on the 125% Call Date the Holder tenders a Notice of Exercise in respect of 50 ten (10) Warrant Shares, then (x) on the 125% Call Date the right under Datethe rightunder this Warrant to acquire 25 fifteen (15) Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 ten (10) Warrant Shares in respect of the exercises following receipt of the 125% Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares seventy-five (subject to adjustment as herein provided and subject to subsequent Call Notices75). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(g), if, after the Effective Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: is at or above $3.50 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 125,000 of shares of Common Stock per Trading Day Day, (iii) all of the Equity Conditions (as defined in the Debenture) have been met during the Measurement Period and (iiiiv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If (i) Subject to the VWAP provisions of this Section 2(f), if any time one year after the Effective Date the Closing Price for each of 10 30 consecutive Trading Days (the “"Measurement Period,” ", which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 250% of the Exercise Price (subject to adjustment as set forth herein) (the "Threshold Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates"), then the Company may in its sole discretionmay, within one (1) three Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”) for consideration equal to $0.001 per Warrant Share"). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “"Call Notice”"), indicating therein the portion or unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period 30 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the Holder, and (3iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares . The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock for issuance of all Warrant Shares, and (5) pursuant to the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinPurchase Agreement.

Call Provision. If Subject to the provisions of Section 2(d) and this Section 2(f), if, after the later of the Effective Date and seven months from issuance of this Warrant, (i) the VWAP for each of 10 20 consecutive Trading Days (the “"Measurement Period,” ", which 10 consecutive 20 Trading Day period shall not have commenced until after the Issuance later of the seven months anniversary and the Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than exceeds 200% of the then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the "Threshold Price, or (b") with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement any Threshold Period, which Threshold Period shall have commenced only after the later of the seven months anniversary and the Effective Date, exceeds $1,000,000 100,000 shares of Common Stock per Trading Day (subject to adjustment for forward and (iii) reverse stock splits, recapitalizations, stock dividends and the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by like after the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or AffiliatesInitial Exercise Date), then the Company may in its sole discretionmay, within one (1) three Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”) for consideration equal to $0.001 per Warrant Share"). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “"Call Notice”"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If all of the conditions set forth below in this Section 2(f) (including the honoring of all Notices of Exercises) for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise, together with payment of the Exercise Price, shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “"Call Date”)") upon payment by the Company to the Holder of $0.05 per Warrant Share. Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date, together with payment of the Exercise Price. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise, together with payment of the Exercise Price, in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and together with the payment of the Exercise Price, (2ii) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the Holder, and (3iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5v) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of be in accordance with Section 2(e2(d) herein. The Company's right to Call the Warrant shall be exercised ratably among the Holders based on each Holder's initial purchase of Common Stock.

Call Provision. If (i) Subject to the VWAP provisions of this Section 2(c), if, the average closing bid price for each of 10 consecutive Trading Days trading days (the “"Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until ") exceeds $0.60 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day 30 trading days of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”") for consideration equal to $0.001 .01 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “"Call Notice”"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth fifth trading day after the date the Call Notice is received by the Holder (such date and time, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(c), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all the Warrant Shares, and (5. The Company's right to call the Warrants under this Section 2(c) shall be exercised ratably among the issuance Holders based on each Holder's initial purchase of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinWarrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the that date which is 180 days from the Effective Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” (which 10 consecutive Trading Day period shall not have commenced until after that date which is 180 days from the Issuance Effective Date) is: exceeds $___[2] (asubject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its SubsidiariesCompany any, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionon a one time basis, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this one-time right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a Securities Act registration statement shall be effective as to all Warrant Shares and the prospectus thereunder shall be available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all the Warrant Shares, and (5) the issuance of all the Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s one-time right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, at any time after the one-year anniversary of the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Date”) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Priceexceeds $3.33, (ii) the average daily dollar trading volume for each Trading Day during such Measurement Period exceeds $1,000,000 250,000 per Trading Day Day, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of Section 2(e) hereinherein (i.e., the Company may only Call such portion of the Warrant as to which Holder is entitled to exercise in accordance with Section 2(e) hereof). Subject to clause (5) of the immediately preceding sentence, the Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the that date which is 180 days from the Effective Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” (which 10 consecutive Trading Day period shall not have commenced until after that date which is 180 days from the Issuance Effective Date) is: exceeds $___1 (asubject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its SubsidiariesCompany any, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionon a one time basis, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this one-time right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth (10th) Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a Securities Act registration statement shall be effective as to all Warrant Shares and the prospectus thereunder shall be available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all the Warrant Shares, and (5) the issuance of all the Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s one-time right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the two (2) year anniversary of Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $____1 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 350,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .01 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the 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, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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. 1 300% of Exercise Price

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Priceexceeds $____2, (ii) the 30 day average daily dollar trading volume for each Trading Day during such Measurement Period exceeds $1,000,000 300,000 per Trading Day Day, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of Section 2(e) hereinherein (i.e., the Company may only Call such portion of the Warrant as to which Holder is entitled to exercise in accordance with Section 2(e) hereof). Subject to clause (5) of the immediately preceding sentence, 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. 2 200% of the Per Share Purchase Price.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until ”) exceeds $0.5398 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 3 Trading Day Days of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (43) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (54) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 the 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Dateexceeds $____, equal to or greater than 200% of which equals two times the Exercise Priceprice (subject to adjustment for forward and reverse stock splits, or (b) with respect to all subsequent periodsrecapitalizations, equal to or greater than 150% of stock dividends and the like after the Initial Exercise PriceDate), (ii) the average daily dollar trading volume for such each Trading Day during the Measurement Period exceeds $1,000,000 per Trading Day 250,000 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $[ ]1 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 175,000 per Trading Day and Day, (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any _________________________________ 1 300% of Exercise Price. of its Subsidiaries, or any of their officers, directors, employees, agents or AffiliatesAffiliates and (iv) there is an effective registration statement and current prospectus thereunder to permit the issuance of all of the Warrant Shares to the Holder, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale issuance of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is shall be a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesShares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Registration Statement, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $0.771 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call 1 200% of the then Exercise Price. Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Resale Shelf Effective Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Resale Shelf Effective Date) is: exceeds $6.23 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 300,000 per Trading Day Day, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the a Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If Subject to the provisions of Section 2(d) and this Section 2(e), if, after the effective date of a registration statement under the Securities Act providing for the resale of the Warrants, (i) the VWAP VWAP, as defined below, for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $1.50 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 50,000 shares per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 5 Trading Day Days of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”") for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “"Call Notice”"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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(e) shall be exercised ratably among the Holders based on each Holder's initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the two year anniversary of the Initial Exercise Date (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until exceeds $[ ]1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 330,000 per Trading Day and Day, (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or AffiliatesAffiliates and (iv) there is an effective registration statement and current prospectus thereunder to permit the issuance of all of the Warrant Shares to the Holder, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and 1 300% of Exercise Price. including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale issuance of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is shall be a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesShares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Registration Statement, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the two (2) year anniversary of Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $____1 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 350,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .01 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the 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, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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 the then outstanding Warrants. 1 300% of Exercise Price

Call Provision. If In the event that all three of the following conditions are met (the “Call Conditions”), the Company may “call” this Warrant requiring the Holder purchase all or a portion of the Warrant Shares pursuant to the provisions of this Paragraph: (i) the VWAP closing price of the Common Stock for each of 10 twenty (20) consecutive Trading Days business days, exceeds $1.50 per share (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until like after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% date of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% issuance of the Exercise Pricethis Warrant), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day Restricted Stock is subject to resale pursuant to 17 C.F.R. 230.144 (“Rule 144”) or pursuant to any other exemption from registration under to the Securities Act of 1933, as amended and (iii) the Holder is not in possession of any information that constitutesShares underlying the Warrant are registered with the SEC. If the Call Conditions are satisfied concurrently, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one thirty (130) Trading Day of the end calendar days of such Measurement Periodday, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, remaining Warrant Shares for which a Notice of Exercise Form has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable registered Holder a written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If In the conditions set forth below event a Notice of Exercise Form for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. Company within thirty (New York City time30) on the thirtieth day calendar days after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again then such portion shall be forfeited in its entirety without payment or consideration to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the registered Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the date that is one hundred eighty (180) days following the Initial Exercise Date, (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance date that is one hundred eighty (180) days following the Initial Exercise Date) is: exceeds $17.52 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average dollar daily dollar volume for such Measurement Period exceeds $1,000,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrant Shares remaining under the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the 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, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesShares and all shares of Common Stock issuable upon conversion of the Company’s preferred stock issued pursuant to the Registration Statement, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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 the then outstanding Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f) and if mutually agreed by the Company and the Holder, if, after the 10th Trading Day following the effective date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Dateeffective date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200exceeds 300% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the then effective Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 2.0 million per Trading Day on each Trading Day during the Measurement Period and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 0.50 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock Ordinary Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock Ordinary Shares for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200250% of the initial Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150200% of the initial Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 500,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretion, within one (1) Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the initial issuance of this Warrant (the “Initial Exercise Date”), (i) the VWAP for each of 10 30 consecutive Trading Days (the “Measurement Period,” which 10 30 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: exceeds $6.50 (asubject to adjustment for forward and reverse share splits, recapitalizations, share dividends and the like) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 0.0001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock Shares shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock Shares for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Call Provision. If If, after the Effective Date, (i) the VWAP (as defined herein) for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than exceeds 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the then-effective Exercise Price, (ii) a Registration Statement is effective for the average daily dollar resale of all of the Warrant Shares or the Warrant Shares are eligible for resale without volume for such Measurement Period exceeds $1,000,000 per Trading Day or manner-of-sale limitations pursuant to Rule 144, and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 the Exercise Price per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City Los Angeles, California time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(d), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City Los Angeles, California time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares shall not cause a breach of any provision of Section 2(e2(d) herein. The Company’s right to call the Warrants under this Section 2(d) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants. For purposes hereof, the term “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders and reasonably acceptable to the Company, the fees and expenses of which shall be paid equally by the Holders and the Company.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 20 consecutive Trading Day period shall not have commenced until after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Priceexceeds $0.75, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 50,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, of the Warrants issued pursuant up to the Underwriting Agreement and/or lesser of (i) 25% of this Warrant based on the Registration Statement, including number of Warrant Shares issuable on the Initial Exercise Date and (ii) all or any portion of this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then initially permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 25 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 10 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 15 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 10 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 75 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the 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, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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. Notwithstanding anything herein to the contrary, in the event that the Company effects a Call, a subsequent Measurement Period may not begin until the Trading Day immediately following the Call Date.

Call Provision. If (i) Subject to the provisions of this Section 2(f), if after the Effective Date the VWAP for each of 10 20 consecutive Trading Days (the “"Measurement Period,” Price", which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than exceeds 200% of the then Exercise Price (subject to adjustment as set forth herein) (the "Threshold Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates), then the Company may in its sole discretionmay, within one (1) ten Trading Day of the end Days of such Measurement Periodperiod, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “"Call”) for consideration equal to $0.001 per Warrant Share"). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “"Call Notice”"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by from and after the date of the Call Date Notice will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “"Call Date”"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered from the time of delivery of the Call Notice through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f3(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period 20 consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, the Equity Conditions (1as defined in the Certificate of Designation) have been met. The Company's right to Call the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and exercised ratably among the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading Purchasers based on the Trading Market, and (4) there is a sufficient number of authorized shares each Purchaser's initial purchase of Common Stock for issuance of all Warrant Shares, and (5) pursuant to the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinPurchase Agreement.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(f), if (i) the VWAP for each of 10 20 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until ”) exceeds $1.06 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Initial Exercise Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice the shares 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.

Call Provision. If In the event that both of the following conditions are met (the “Call Conditions”), the Company may “call” this Warrant requiring the Holder purchase all or a portion of the Warrant Shares pursuant to the provisions of this Paragraph: (i) the VWAP closing price of the Common Stock for each of 10 ten (10) consecutive Trading Days business days, equals or exceeds two (2) times the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date) is: (a) with respect to the 60-day period following the Issuance Datedate of issuance of this Warrant), equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and Warrant Shares are subject to an effective registration statement (iii“Registration Statement”) filed with the Holder is not in possession of any information that constitutesSecurities & Exchange Commission. If the Call Conditions are satisfied concurrently, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one thirty (130) Trading Day of the end calendar days of such Measurement Periodday, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, remaining Warrant Shares for which a Notice of Exercise Form has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, an irrevocable registered Holder a written notice (a “Call Notice”), indicating therein the unexercised portion of this Warrant to which such notice applies. If In the conditions set forth below event a Notice of Exercise Form for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. Company within thirty (New York City time30) on the thirtieth day calendar days after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again then such portion shall be forfeited in its entirety without payment or consideration to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the registered Holder, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein.

Call Provision. If Subject to the provisions of Section 3.4 and this Section 4.4, if, after the thirteen (13) month anniversary of the Issuance Date (the “Effective Date”), (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: exceeds $[●] (a) with respect to the 60-day period following the Issuance Date, equal to or greater than 200[●]% of the Exercise Price) (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends or (b) with respect to all subsequent periods, equal to or greater than 150% of similar event during the Exercise Price, Period) and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 100,000 per Trading Day, then the Company may, within one (1) Trading Day and of the end of such Measurement Period, call for cancellation of all or any portion of the Warrants for which an Election to Purchase has not yet been delivered (iiisuch right, a “Call”) for consideration equal to $0.0001 per Common Share issuable on exercise of the Warrants subject to cancellation, provided that (x) the Company may not call for cancellation of any Warrants held by a Holder which, as of the date of the Call Notice (as defined below), is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, Company or any of its Subsidiariessubsidiaries, or any of their respective officers, directors, employeesemployees or agents, agents or Affiliatesand (y) in the event that the exercise of the Warrants subject to such Call would cause a breach of any provision of Section 3.4 herein with respect to any Holder, then the Company may in its sole discretionmay, within one (1) Trading Day of the end of with respect to such Measurement PeriodHolder, call for cancellation only that maximum number of allWarrants upon exercise of which such Holder would beneficially own up to, and only allbut not exceeding, the Maximum Percentage of the Common Shares outstanding (such number of Warrants issued pursuant to be determined by such Holder and provided by written notice to the Underwriting Agreement and/or Company prior to the Registration Statement, including this Warrant, for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant ShareCall Date). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holders an irrevocable written notice (a “Call Notice”), ) indicating therein the unexercised portion of this Warrant the Warrants to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant the Warrants subject to such Call Notice for which a Notice of Exercise an Election to Purchase shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date of the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant the Warrants to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise Elections to Purchase with respect to Warrant Shares Warrants subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise Election to Purchase delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Common Shares issuable on exercise of the Warrants subject to such Call Notice prior to reducing the remaining Warrant Common Shares available for purchase under this Warrantissuable on exercise of the remaining Warrants held by such Holder. For example, if (A) this Warrant then permits the a Holder holds Warrants to acquire 100 Warrant Common Shares, (B) a Call Notice pertains to Warrants to purchase 75 Warrant Common Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Date, such Holder tenders a Notice of Exercise an Election to Purchase in respect of 50 Warrant Common Shares, then (x) on the Call Date the right under this Warrant such Warrants to acquire 25 Warrant Common Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrantsuch Warrants, will have issued and delivered to the Holder 50 Warrant Common Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Expiration Date, exercise this Warrant for Warrants to purchase 25 Warrant Common Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f)4.4, the Company may deliver subsequent Call Notices for any portion of this Warrant the Warrants for which the Holder Holders shall not have delivered a Notice of Exercisean Election to Purchase and not called for cancellation pursuant to this Section 4.4. Notwithstanding anything to the contrary set forth in this Warrantthe Warrants, the Company may not deliver a Call Notice or require the cancellation of this Warrant the Warrants (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant the Warrants all Notices of Exercise Elections to Purchase delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, and (3) the Common Stock Shares shall be listed or quoted for trading on a securities exchange or trading market. The Company’s right to call the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) Warrants under this Section 4.4 shall be exercised ratably among the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinHolders.

Call Provision. If Subject to the provisions of this Section 2(f), if after the Effective Date (i) the VWAP Closing Price for each of 10 20 consecutive Trading Days (the “Measurement Period,” ”, which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: (a) with respect to the 60-day period following the Issuance Date, equal to or greater than exceeds 200% of the then Exercise Price (subject to adjustment as set forth herein) (the “Threshold Price, or (b”) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price, and (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) reverse stock split, required pursuant to Section 4.16 of the Holder is not in possession of any information that constitutesPurchase Agreement, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliateshas occurred, then the Company may in its sole discretionmay, within one (1) five Trading Day Days of the end of such Measurement Periodperiod, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share). To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and timedate, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (Ax) this Warrant then permits the Holder to acquire 100 Warrant Shares, (By) a Call Notice pertains to 75 Warrant Shares, and (Cz) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall will be void), unless, from the beginning of the Measurement Period 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (1i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2ii) a registration statement the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the Holder, and (3iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares . The Company’s right to Call the Warrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of Common Stock for issuance of all Warrant Shares, and (5) pursuant to the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) hereinPurchase Agreement.

Call Provision. If Subject to the provisions of Section 2(e) and this Section 2(g), if, after the Effective Date, (i) the VWAP for each of 10 consecutive Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until after the Issuance Effective Date) is: is at or above $1.25 (a) with respect subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the 60-day period following like after the Issuance Initial Exercise Date, equal to or greater than 200% of the Exercise Price, or (b) with respect to all subsequent periods, equal to or greater than 150% of the Exercise Price), (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 200,000 of shares of Common Stock per Trading Day Day, (iii) all of the Equity Conditions (as defined in the Debenture) have been met during the Measurement Period and (iiiiv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may in its sole discretionmay, within one (1) 1 Trading Day of the end of such Measurement Period, call for cancellation of all, and only all, all or any portion of the Warrants issued pursuant to the Underwriting Agreement and/or the Registration Statement, including this Warrant, Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 .001 per Warrant Share. To exercise this right, the Company must deliver to the Holder, concurrently with the other holders of Warrants, Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth day tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f2(g), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a there shall be an effective registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company Holder for the sale resale of all such Warrant Shares to the HolderShares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant SharesSecurities under the Transaction Documents, and (5) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to call the Warrants under this Section 2(g) shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.