Common use of Call Provision Clause in Contracts

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

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

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

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

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

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

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

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) any 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $9.4335 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $500,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within one Trading Day of the end of any such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the resale of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders Warrant Shares by the Holder, and (3) the Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price any provision of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceSection 2(e) herein.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Date, (i) the VWAP during any 20 of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $____1 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $500,000.00 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any 1 300% of the then Exercise Price. portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(e) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

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

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) during any 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $9.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $500,000.00 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares, and (5) the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(e) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

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

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

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

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”,” which 20 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) equals or exceeds $12.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of average daily volume for such Measurement Period exceeds $100,000 per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the shares of like after the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5Initial Exercise Date) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the 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 so that for issuance of all Securities under the per share purchase price Transaction Documents, and (5) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset PriceHolders based on each Holder’s initial purchase of Warrants.

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

Call Provision. IfSubject to the provisions of this Section 1(f), at any time if, after the Initial Exercise Effective Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 10 consecutive Trading Days (the “Measurement Period”,” which 10 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds 300% of the then current Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Issuance Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily dollar volume for such Measurement Period exceeds $5,000,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material, non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share; provided, however, that notwithstanding anything herein to the contrary, the Company may not exercise its rights under this Section 1(f) to the extent the exercise of the Warrant would cause the Holder to be in violation of the Maximum Percentage (any portion of this Warrant that remains unexercised as a result of this sentence, the “Unexercised Portion”). The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Exercise Notice delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders an Exercise Notice in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 1(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder of shall not have delivered an Exercise Notice. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Equity Conditions (as defined in the Certificate of Designation) shall be then met, (2) the Company shall have honored in accordance with the terms of this Warrant all Exercise Notices delivered by 6:30 p.m. (New York City time) on the Call Date, (3) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares and (4) the issuance of all Warrant Shares subject to all other holders a Call Notice shall not cause a breach of any provision of Section 1(d) herein. The Company’s right to call the Warrants issued pursuant under this Section 1(f) shall be exercised ratably among the Holders based on each Holder’s initial holding of Warrants. To the extent the Company is not permitted to exercise its rights under this Section 1(f) as a result of the Holder not being able to exercise this Warrant without exceeding the Maximum Percentage, then the Company may elect, upon delivery of written notice to the Purchase Agreement in proportion Holder (a “Repurchase Notice”), to repurchase all or a portion of such Unexercised Portion from the Holder at a price per Warrant Share equal to the amount difference between the greater of Warrants held by all (i) the Closing Sale Price on the last day of the Measurement Period and (ii) the then current Closing Sale Price of Common Stock as of the Trading Day immediately prior to the date of such Holders Repurchase Notice, less the then current Exercise Price per Warrant Share (the “Repurchase Price Per Warrant Share”). The Repurchase Notice shall set forth the date on which the closing of such repurchase shall occur (which date shall be no sooner than three (3) Trading Days from the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Repurchase Notice, the Holder may pay for ten percent ) (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset PriceRepurchase Date”), then . The Repurchase Price Per Warrant Share shall be paid in cash by wire transfer of immediately available funds at the closing of such repurchase. The Holder agrees to execute and deliver all documents reasonably requested by the Company shall issue additional shares of Common Stock so that the per share purchase price in order to effect and evidence such repurchase and to deliver any original Warrant covering such Unexercised Portion of the Warrant Shares purchased pursuant to the Corporation. On the Repurchase Date, the Unexercised Portion subject to such Call Notice repurchase shall equal automatically be converted into the Reset Priceright to receive the Repurchase Price Per Warrant Share without interest and without any further act or action of the Holder and whether or not an original Warrant with respect to such Warrant Shares is surrendered or instruments of transfer are delivered to the Company; provided, that the Company shall not be obligated to pay the Repurchase Price Per Warrant Share for such Unexercised Portion unless and until all original Warrants for such Warrant Shares have been surrendered to the Company and all reasonably requested instruments of transfer have been executed by the Holder and delivered to the Company. From and after the Repurchase Date, unless there shall have been any default in the payment of the Repurchase Price Per Warrant Share, all rights of the Holder in the Unexercised Portion of Warrant Shares subject to repurchase (other than the right to receive the Repurchase Price Per Warrant Share in accordance with this Section 2(f)) shall cease and be of no further force and effect on such Repurchase Date, and such Warrant subject to a repurchase shall not thereafter be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever.

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

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140300% of the Exercise Price (not including a temporary reduction at the Company’s election unless approved by the Holder), of the Exercise Price in effect for ten twenty (1020) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice$500,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this WarrantWarrant and such registration statement has been effective for six (6) months, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number Company has not breached any of shares being called will not result in the Holder exceeding terms of the Beneficial Ownership LimitationTransaction Documents regardless if such breach has been cured, and (vi) an Event of Default (as defined in the NoteCommon Stock is listed for trading on a Trading Market continuously from the tenth(10th) nor an event which with Trading Day preceding the passage of time or Measurement Period through the giving of notice could become an Event of Default is not pendingCall Date, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 0.001 per Warrant ShareShare up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f2(g) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth twentieth (15th20th) trading day Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a A Call Notice, Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Holder may pay for ten percent (10%) of Purchase Agreement having the lowest Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to of such “Warrants” before a Call Notice by cancelling may be given to a portion of the debt owed on the Note equal “Warrant” having a higher Exercise Price. A Call Notice with respect to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant any “Warrants” issued pursuant to a Call Notice, the price of the Company’s Common Stock on the Purchase Agreement may not be given more frequently than one (1) time each thirty (30) Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceDays.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), if, at any time after 12 months from the Initial Exercise Date, (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $9.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Measurement Period exceeds $1,000,000 per Trading Market as reported by BloombergDay, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the thirtieth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be effective as to all other holders Warrant Shares and the prospectus thereunder available for use by the Company for the sale of Warrants issued pursuant all such Warrant Shares to the Purchase Agreement in proportion to Holder, and (3) the amount of Warrants held by all such Holders Common Stock shall be listed or quoted for trading on the date Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Call Notice without giving effect to Transaction Documents, and (5) the Beneficial Ownership Limitation. When exercising this issuance of all Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(e) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

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

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

Call Provision. IfSubject to the provisions of Section 2(d) and this Section 2(f), at any time if, after the Effective Date (A) (i) the VWAP for each of 10 consecutive Trading Days (the "Measurement Period", which 10 Trading Day period shall not have commenced until after the Effective Date) exceeds $2.50 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); "Threshold Price") and (ii) the aggregate value of average daily volume for any Threshold Period, which Threshold Period shall have commenced only after the shares of the Company’s common stock traded on its principal Trading Market as reported by BloombergEffective Date, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the 25,000 shares of Common Stock issuable upon exercise of this Warrantper Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) or (ivB) the Holder is not in possession Company has completed a Subsequent Financing with gross cash proceeds of any information provided by at least $10,000,000 at an effective per share price of $3.00 or more (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Company that constitutes material nonpublic information, (v) like after the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingInitial Exercise Date), then the Company may may, within one Trading Day of the end of such period, call for cancellation of that redemption at $.05 per Warrants Share all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "Call Notice"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the then any portion of this Warrant subject to such Call Notice for which an either (i) a Notice of Exercise Notice or (ii) a notice from a Holder of its intention to exercise its exchange rights pursuant to Section 3(h) (as to Call rights triggered by (B) above) shall not have been received by the Call Date must will be exercised by 5:30 redeemed at 6:30 p.m. (local time in New York CityCity time) on the thirtieth Trading Day after the date the Call Notice is received by the Holder (such date, New Yorkthe "Call Date"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices or exchange rights pursuant to section 3(h) below with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised of Exercise or exercise of exchange rights pursuant to Section 2(a3(h) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, below that are delivered following a Call Notice must be given shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price x) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be redeemed, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the redemption of this Warrant (and any Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise and exercises of exchange rights pursuant to Section 3(h) delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share purchase price Transaction Documents, and (v) the issuance of the shares shall be in accordance with Section 2(d) herein. The Company's right to Call the Warrant Shares purchased pursuant to such Call Notice shall equal be exercised ratably among the Reset PriceHolders based on each Holder's initial purchase of Common Stock.

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

Call Provision. If, at any time after the Initial Exercise Date, (i) If the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”); ) exceeds $2.00 (iisubject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like, within one (1) the aggregate value Trading Day of the shares end of the Company’s common stock traded on its principal Trading Market as reported by Bloombergsuch Measurement Period, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The To exercise this right, Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

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

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140200% of the Exercise Price in effect for ten thirty (1030) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of daily trading volume for the shares of Common Stock multiplied by the Company’s common stock traded VWAP on its such principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice$500,000 for each such Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, or the Warrant Shares subject to the Call Notice will immediately upon exercise pursuant to Section 2(b) be salable pursuant to Rule 144 without further restrictions including volume and manner of sale restrictions (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, and (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. , The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) 12 within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 60 Trading Days. The company may not give more than three (3) Call Notices to the Holder. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

Call Provision. IfNotwithstanding any other provision contained herein to the contrary, in the event that the closing bid price of a share of Common Stock as traded on Nasdaq (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $25.00 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) for any twenty (20) consecutive trading days commencing after the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective, the Company, upon thirty (30) days prior written notice (the “Notice Period”) given to the Warrantholder within one business day immediately following the end of any such twenty (20) trading day period, may call this Warrant, in whole but not in part, at any time after the Initial Exercise Date, a redemption price equal to $0.01 per share of Common Stock then purchasable pursuant to this Warrant; provided that (i) the VWAP of the Common Stock Company simultaneously calls all Company Warrants (as defined below) on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); same terms and (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon hereunder either (A) are registered pursuant to an effective Registration Statement which has not been suspended and for which no stop order is in effect, and pursuant to which the Warrantholder is able to sell such shares of Common Stock at all times during the Notice Period or (B) no longer constitute Registrable Securities. Notwithstanding any such notice by the Company, the Warrantholder shall have the right to exercise this Warrant prior to the end of this Warrantthe Notice Period. As used herein, (iv) the Holder is not in possession of any information provided term “Company Warrants” means the warrants to purchase Common Stock issued by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued investors pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for but does not include any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Priceother warrants.

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140250% of the Exercise Price in effect for ten twenty (1020) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice$400,000.00, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, and (v) the number Company has not breached any of shares being called will not result in the Holder exceeding terms of the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingTransaction Documents, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 0.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

Call Provision. IfNotwithstanding any other provision contained in this Warrant to the contrary, at in the event that the closing bid price per share of Common Stock as traded on the Nasdaq Global Market or the Nasdaq Capital Market (or such other exchange or stock market on which the Common Stock may then be listed or quoted) equals or exceeds $9.64 (appropriately adjusted for any time stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Exercise Datedate hereof) for twenty (20) consecutive trading days commencing after the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective, the Company, upon ten (10) days prior written notice (the "Notice Period") given to the Warrantholder within one Business Day immediately following the end of such twenty (20) trading day period, may demand that the Warrantholder exercise its cash exercise rights hereunder, and the Warrantholder must exercise its rights hereunder prior to the end of the Notice Period; provided that (i) the VWAP Company simultaneously gives a similar notice to all holders of the Common Stock on the principal Trading Market Company Warrants (as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”defined below); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, hereunder either (ivA) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) are registered pursuant to an Event of Default effective Registration Statement (as defined in the NoteRegistration Rights Agreement) nor an event which with the passage of time or the giving of notice could become an Event of Default is has not pending, then the Company may call for cancellation of that portion of this Warrant been suspended and for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”)no stop order is in effect, the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant the Warrantholder is able to sell such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that at all times during the per share purchase price Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement) and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby. If such exercise is not made or if only a partial exercise is made, any and all rights to further exercise the Warrant shall cease upon the expiration of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PricePeriod.

Call Provision. If(a) The Company may, at its sole option, call the Warrants at any time after prior to exercise, on not less than 65 days prior written notice, following the Initial Exercise Dateoccurrence of the Warrant Holder’s resale of the Warrant Stock being registered for resale, (i) and the VWAP closing price of the Common Stock on the principal Trading Market market therefor for 30 consecutive trading days exceeding $1.86 per share (as reported by Bloomberg L.P. exceeds 140% the same may be adjusted for stock splits, stock dividends, and any similar event affecting the number of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the outstanding shares of Common Stock issuable upon exercise of this WarrantStock). (b) If the conditions set forth in clause (a) above are satisfied, (iv) the Holder is not in possession of any information provided by and the Company that constitutes material nonpublic informationdesires to call the Warrants, (v) it shall send a call notice to the number of shares being called will Warrant Holder, first class mail, postage prepaid, not result in later than the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of 65th day before the date of fixed for closing the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), at such Warrant Holder’s last address for notice as shall appear on the portion of this Warrant for which an Exercise Notice register maintained by the Company. Any notice mailed in the manner provided herein shall not be conclusively presumed to have been received 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 the proceedings for such call, except as to a Warrant Holder (a) to whom notice was not mailed or (b) whose notice was defective. An affidavit of the Secretary or an Assistant Secretary of the Company that a call notice has been mailed shall, in the absence of fraud, be conclusive evidence of the facts stated therein. (d) If the Warrant Holder fails to exercise the Warrant by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoingDate, the Company covenants Warrants shall be cancelled without any further action, and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice Holder shall equal the Reset Pricehave no further rights hereunder.

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

Call Provision. IfSubject to the provisions of Section 2(c) and this Section 2(e), at any time if, after the Initial Exercise Date, Effective Date (i) the VWAP for each of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) 30 consecutive Trading Days (the “Measurement Period”); , which 30 Trading Day period shall not have commenced until after the Effective Date) exceeds $21.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Threshold Price”) and (ii) the aggregate value of average daily volume for any Threshold Period, which Threshold Period shall have commenced only after the shares of Effective Date, exceeds 50,000 ADSs per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during like after the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingInitial Exercise Date), then the Company may call for cancellation may, within five Trading Days of that the end of such period, elect to effect a mandatory exercise of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a “Call”). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. Upon delivery of such Call Notice, all or any unexercised portion of this Warrant shall be deemed converted into Warrant Shares at 6:30 p.m. (New York City time) of any call for cancellation of on the Warrants pursuant to this Section 2(f) within three (3) tenth Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day Day after the date of the Call Notice is received by the Holder (such date, the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of a $10.00 premium to the Exercise Price in effect for ten twenty (1020) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice$2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation[reserved], and (vi) an no Event of Default (as defined in the Note) nor Note or any other Transaction Document, which has not been timely cured or an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 0.001 per Warrant ShareShare up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Xxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the fifteenth twentieth (15th20th) trading day Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement Note in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a A Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for Notice with respect to any warrants purchased “Warrants” issued pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 terms hereof may not be given more frequently than one (1) time each twenty (20) Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceDays.

Call Provision. If(a) Notwithstanding any other provision contained in this Warrant to the contrary, at in the event that the closing bid price per share of Common Stock as traded on an Eligible Market equals or exceeds $10.3125 (appropriately adjusted for any time stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Initial Exercise Issuance Date) for twenty-five (25) consecutive Trading Days in a period of thirty (30) consecutive Trading Days commencing after the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective (the “Minimum Price Condition”), the Company, upon thirty (30) days prior written notice (the “Notice Period”) given to the Holder within one Business Day immediately following the end of such thirty (30) Trading Day period, may demand that the Holder exercise its cash exercise rights hereunder with respect to the portion of this Warrant specified in Section 13(b) below, and the Holder must exercise its rights hereunder prior to the end of the Notice Period; provided that (i) the VWAP Company gives a similar notice to the holders of all of the Common Stock outstanding Warrants on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); same day, (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, hereunder either (ivA) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) are registered pursuant to an Event of Default effective Registration Statement (as defined in the NoteRegistration Rights Agreement) nor an event which with has not been suspended and for which no stop order is in effect, and pursuant to which the passage Holder is able to sell such shares of time Common Stock at all times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement) (this clause (ii) being hereafter referred to as the “Registration Condition”), and (iii) this Warrant is fully exercisable for the full amount of Warrant Shares covered hereby after giving of notice could become an Event of Default effect to the limitations set forth in Section 1(f) (the “Exercise Condition”). If such exercise is not pendingmade or if only a partial exercise is made, then any and all rights to further exercise the Warrant shall cease upon the expiration of the Notice Period. (b) In any 90-day period, no more than the lesser of (i) 50% of the aggregate amount of Warrants initially issued to a Holder or (ii) the number of Warrants held by the Holder, may be called by the Company and the Company may not call for cancellation additional Warrants in any subsequent 90-day period unless all the conditions specified in Section 13(a) are again satisfied as provided above (including without limitation, the Minimum Price Condition, the Registration Condition and the Exercise Condition). (c) In connection with any transfer or exchange of that portion less than all of this Warrant for which an Exercise Notice has not yet been delivered as of Warrant, the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company transferring Holder shall deliver to the Company an agreement or instrument executed by the transferring Holder a written notice (a “Call Notice”) of any call for cancellation of and the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion transferee of this Warrant for which an Exercise Notice shall not have been received allocating between them on whatever basis they may determine in their sole discretion any subsequent call of this Warrant by the Call Date must be exercised by 5:30 p.m. (local time in New York CityCompany, New York). In furtherance of the foregoing, the Company covenants and agrees such that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without after giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then transfer the Company shall issue additional shares have the right to call the same number of Common Stock so Warrants that it would have had if the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Pricetransfer or exchange had not occurred.

Call Provision. IfNotwithstanding any other provision contained herein to the contrary, at in the event that the closing bid price of a share of Common Stock as reported by such exchange or stock market on which the Common Stock may then be listed or by such reporting service on which such quotations may be published equals or exceeds $2.50 (appropriately adjusted for any time after the Initial Exercise Datestock split, (i) the VWAP reverse stock split, stock dividend or other reclassification or combination of the Common Stock on occurring after the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect date hereof) for ten twenty (1020) consecutive Trading Days trading days commencing after the Registration Statement (as defined in the “Measurement Period”); Registration Rights Agreement) has been declared effective and for at least fifteen (ii15) trading days during such twenty-day period either (A) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale Registration Statement has been available for resales of the shares of Common Stock issuable upon exercise of this Warranthereunder, or (ivB) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of such shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default no longer constitute Registrable Securities (as defined in the NoteRegistration Rights Agreement), the Company, upon thirty (30) nor an event which with days prior written notice (the passage “Notice Period”) given to the Warrantholder within one business day immediately following the end of time or such twenty (20) trading day period, may demand that the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of Warrantholder exercise its right to exercise this Warrant for which an Exercise Notice has not yet been delivered cash as provided hereunder, and the Warrantholder must exercise such rights prior to the end of the date Notice Period; provided that the Company simultaneously gives a similar notice to all holders of the Call Notice Company Warrants (as defined below) ). So long as the shares of Common Stock issuable hereunder constitute Registrable Securities, in the event that at any time during the Notice Period a Registration Statement is not effective and available for consideration resales of such shares, the Notice Period shall be extended for a number of days equal to $.001 per Warrant Share. The Company the number of days for which such Registration Statement was not so effective and available; provided, however, that if the Registration Statement is not available for resales of such shares as a result of an Updating Delay (as defined in the Registration Rights Agreement) first occurring during the Notice Period, the Notice Period shall deliver to include the Holder a written notice (a “Call Notice”) of any call for cancellation first two days of the Warrants such Updating Delay; provided, further that the Notice Period shall not include any subsequent Updating Delay. If such cash exercise is not made or if only a partial exercise is made, any and all rights to further exercise the Warrant shall cease upon the expiration of the Notice Period. Any notice given pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice 19 shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Dateby facsimile and overnight air courier, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Pricereturn receipt requested.

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

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

Call Provision. If, If at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140200% of the Exercise Price in effect for ten thirty (1030) consecutive Trading Days (the “Measurement Period”); (iih) the aggregate value of daily trading volume for the shares of Common Stock multiplied by the Company’s common stock traded VWAP on its such principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice$500,000 for each such Trading Day, (iiihi) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, or the Warrant Shares subject to the Call Notice will immediately upon exercise pursuant to Section 2(b) be salable pursuant to Rule 144 without further restrictions including volume and manner of sale restrictions (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, and (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) 12 within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 60 Trading Days. The company may not give more than three (3) Call Notices to the Holder. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement PeriodDate”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iviii) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (viv) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (viv) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share). The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement PeriodDate. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must be exercised by 5:30 p.m. (local time in New York City, New York)) for consideration equal to $0.0001 per Warrant Share. In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the (i) that during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price, and (ii) that on the applicable Warrant Share Delivery Date related to an exercise in respect of a Call Notice, the one day VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. on the immediately preceding Trading Day does not exceed 130% of the Exercise Price, then the Company shall issue on such Warrant Share Delivery Date additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased shall equal 130% of the Exercise Price.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time after the Initial Exercise Date, if: (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% Company’s common stock for each of the Exercise Price in effect for ten (10) 20 consecutive Trading Days (the “Measurement Period”) exceeds $0.18 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily dollar trading volume for such Measurement Period exceeds $1,000,000 per Trading Market as reported by Bloomberg, L.P. during the previous five Day (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCompany, then the Company may may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 per Warrant Share. The Company shall may also Call for cancellation all or any portion of this Warrant, if the closing price of the Company’s common stock exceeds $0.18 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) on the date that is the earlier of the Company’s receipt of an approval letter for listing or the listing of the Company’s common stock on an Exchange (as defined below). To exercise its Call right, the Company must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A Call The parties agree that any Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, Exercise delivered following a Call Notice must be given which calls less than all the Warrants shall first reduce to all other holders zero the number of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (such lower price A) this Warrant then permits the “Reset Price”Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(g), then the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (1) the Company shall issue additional have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (3) the Common Stock shall be listed or quoted for trading on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock so that for issuance of all Securities under the per share purchase price Transaction Documents, and (5) the issuance of the Warrant Shares purchased pursuant shares shall not cause a breach of any provision of Section 2(e) herein. The Company’s right to such Call Notice call the Warrants under this Section 2(f) shall equal be exercised ratably among the Reset Price.Holders based on each Holder’s initial purchase of Warrants. For purposes of this Section 2(f), Exchange shall mean any of the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140200% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “"Measurement Period”"); (ii) the aggregate value of daily trading volume for the shares of Common Stock multiplied by the Company’s common stock traded VWAP on its such principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice$100,000 for each such Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, Equity Conditions (ivas defined) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding Note are in effect during each day of the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in Measurement Period through the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCall Date, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “"Call Notice”") of any call for cancellation of the Warrants pursuant to this Section 2(f) 12 within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth tenth (15th10th) trading day after the date of the Call Notice (the “"Call Date”"), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 60 Trading Days. The company may not give more than three (3) Call Notices to the Holder. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceSection 6.

Call Provision. IfSubject to the provisions of Section 2(e) and this Section 2(f), at any time if, after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) any 30 consecutive Trading Days (the “Call Measurement Period”,” which 30 consecutive Trading Day period shall not have commenced until after the Initial Exercise Date) exceeds $0.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date); , (ii) the aggregate value of the shares of the Company’s common stock traded on its principal average daily volume for such Call Measurement Period exceeds $500,000 per Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two Day and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company that constitutes material nonpublic informationCompany, (v) the number any of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitationits Subsidiaries, and (vi) an Event or any of Default (as defined in the Note) nor an event which with the passage of time their officers, directors, employees, agents or the giving of notice could become an Event of Default is not pendingAffiliates, then the Company may may, within one (1) Trading Day of the end of such Call Measurement Period, call for cancellation of that all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined belowsuch right, a “Call”) for consideration equal to $.001 0.001 per Warrant Share. The To exercise this right, the Company shall must deliver to the Holder a an irrevocable written notice (a “Call Notice”) ), indicating therein the portion of any call unexercised portion of this Warrant to which such notice applies. If 270094107 v18 the conditions set forth below for cancellation of such Call are satisfied from the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after period from the date of the Call Notice through and including the Call Date (the “Call Date”as defined below), the then any portion of this Warrant subject to such Call Notice for which an a Notice of Exercise Notice shall not have been received by the Call Date must will be exercised by 5:30 cancelled at 6:30 p.m. (local time in New York CityCity time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, New Yorkthe “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance of the foregoingthereof, the Company covenants and agrees that it will honor all Notices of Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered on or before 5:29 through 6:30 p.m. (local time in New York City, New YorkCity time) on the Call Date. A The parties agree that any Notice of Exercise delivered following a Call Notice may not which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be given automatically cancelled, (y) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder with 50 Warrant Shares in respect to any Warrants which if exercised pursuant to Section 2(aof the exercises following receipt of the Call Notice, and (z) would cause such the Holder to exceed may, until the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Termination Date, nor more often than one time each 10 Trading Daysexercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Unless otherwise agreed Subject again to by the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice must or require the cancellation of this Warrant (and any such Call Notice shall be given to all other holders of Warrants issued pursuant to void), unless, from the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date beginning of the Call Notice without giving effect 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 Beneficial Ownership Limitation. When exercising this 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 as a result Shares, and (5) the issuance of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response all Warrant Shares subject to a Call Notice by cancelling shall not cause a portion breach of the debt owed on the Note equal to such amountany provision of Section 2(e) herein. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the The Company’s Common Stock right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares each Holder’s initial purchase of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset PriceWarrants.

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

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

Call Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140200% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of daily trading volume for the shares of Common Stock multiplied by the Company’s common stock traded VWAP on its such principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days Measurement Period exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice$100,000 for each such Trading Day, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale all of the shares of Common Stock issuable upon exercise of this Warrant, Equity Conditions (ivas defined) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding Note are in effect during each day of the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in Measurement Period through the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingCall Date, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) 12 within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth tenth (15th10th) trading day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date must will be exercised by cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 60 Trading Days. The company may not give more than three (3) Call Notices to the Holder. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.

Call Provision. IfSubject to the provisions of Section 2(c) and this Section 2(e), at any time if, after the Effective Date (i) the VWAP for each of 30 consecutive Trading Days (the "Measurement Period", which 30 Trading Day period shall not have commenced until after the Effective Date) exceeds $21.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); "Threshold Price") and (ii) the aggregate value of average daily volume for any Threshold Period, which Threshold Period shall have commenced only after the shares of Effective Date, exceeds 50,000 ADSs per Trading Day (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. during like after the previous five (5) trading Days exceeds two and a half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or the giving of notice could become an Event of Default is not pendingInitial Exercise Date), then the Company may call for cancellation may, within five Trading Days of that the end of such period, elect to effect a mandatory exercise of all or any portion of this Warrant for which an a Notice of Exercise Notice has not yet been delivered as of (such right, a "Call"). To exercise this right, the date of the Call Notice (as defined below) for consideration equal to $.001 per Warrant Share. The Company shall must deliver to the Holder a an irrevocable written notice (a “"Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. On the fifteenth (15th) trading day after the date of the Call Notice (the “Call Date”"), indicating therein the portion of unexercised portion of this Warrant for to which an Exercise such notice applies. Upon delivery of such Call Notice, all or any unexercised portion of this Warrant shall be deemed converted into Warrant Shares at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice shall not have been is received by the Call Date must be exercised by 5:30 p.m. Holder (local time in New York City, New York). In furtherance of the foregoingsuch date, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the "Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may pay for ten percent (10%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10 Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the price of the Company’s Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to such Call Notice (such lower price the “Reset Price”"), then the Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased pursuant to such Call Notice shall equal the Reset Price.