Common use of Determination of Amount Clause in Contracts

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock Ordinary Shares and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units (the "Conversion RightCONVERSION RIGHT") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock Ordinary Shares and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below)) of the portion of the Purchase Option being converted. The "ValueVALUE" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value CURRENT MARKET VALUE of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market ValueCURRENT MARKET VALUE" per Unit at any date means means: (A) in the event that neither the Units nor Warrants are still trading, the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) Units in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the this Purchase Option being converted by (y) the “Current Market Value Price” (as defined below)) of a Unit. The "“Value" ” of the portion of the this Purchase Option being converted shall equal the remainder derived from subtracting (a) the product of (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the product of (i) Current Market Value Price of a Unit multiplied by (ii) the number of Units underlying the portion of the this Purchase Option being converted. As used herein, the term "The “Current Market Value" per Price” of a Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock day shall mean (i) if the Common Stock is Units are listed on a national securities exchange (including, without limitation, the American Stock Exchange and the Nasdaq Stock Market) or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), the last sale average closing price of a Unit for the Common Stock thirty (30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common Stock Units as reported by the exchange, Nasdaq exchange or the NASDquotation system, as the case may be; (ii) if the Common Stock is Units are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock a Unit on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Units cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1cash, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant, in whole or in part, into Units Common Stock ("Conversion Right") ), as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cashPrice) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option Warrant being converted at the time the Conversion Right is exercised by (y) the Current Market Value (as defined below)Price on the date of conversion. The "Value" of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion shares of this Purchase Option Common Stock being converted from (b) the Current Market Value Price of a Unit the Common Stock on the date of conversion multiplied by the number of Units underlying the portion shares of the Purchase Option Common Stock being converted. As used herein, the term "Current Market ValuePrice" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sales prices for the immediately preceding three trading days, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but Common Stock is traded in the residual over-the-counter listed is not its principal trading market, the closing bid last reported sale price for as furnished by the National Association of Securities Dealers, Inc. ("NASD") through the NASDAQ National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) Units in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units (the "Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the this Purchase Option being converted by (y) the "Current Market Value Price" (as defined below)) of the portion of the Purchase Option being converted. The "Value" of the portion of the this Purchase Option being converted shall equal the remainder derived from subtracting (a) the product of (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the product of (i) Current Market Value Price of a Unit multiplied by (ii) the number of Units underlying the portion of the this Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock Unit at any day shall mean (i) if the Common Stock is Units are listed on a national securities exchange (including, without limitation, the NYSE Euronext and the NASDAQ Stock Market) or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Over-the-Counter Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), the last sale average closing price of a Unit for the Common Stock thirty (30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common Stock Units as reported by the exchange, Nasdaq exchange or the NASDquotation system, as the case may be; (ii) if the Common Stock is Units are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Over-the-Counter Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), but is are traded in the residual over-the-counter market, the average closing bid price of a Unit for the Common Stock on the last thirty (30) trading day days immediately preceding the date in question of determination for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Units cannot be determined pursuant to clause (i) or (ii) above, such price as the independent members of the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock multiplied by (ii) the number of shares of Common Stock underlying one Unit, which shall include the shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one included in such Unit. The "“Current Market Price" ” of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In Notwithstanding the foregoing, in lieu of the payment of the Warrant exercise price (the “Warrant Exercise Price Price”) multiplied by the number of Warrants underlying the Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1therefor), the each Holder shall have the right (but not the obligation) (the “Warrant Exercise Conversion Right”) to convert any exercisable but unexercised portion of the Warrants held by such Holder into shares of Common Stock, as provided in this Purchase Option into Units ("Conversion Right") as follows: upon Section 2.5.2. Upon exercise of the Warrant Exercise Conversion Right, the Company shall deliver to the such Holder (without payment by the such Holder of any of the Warrant Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" Warrant Value (as defined below) of the portion Warrants being converted as of the Purchase Option being converted date of such exercise by (y) the Current Stock Market Value (as defined below). The "Value" ) as of the portion date of such exercise. As used herein, the term “Warrant Value” of the Purchase Option Warrants being converted as of the date of such exercise shall equal the remainder derived from subtracting (a) (i) the Warrant Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option Warrants being converted from (b) (i) the Current Stock Market Value of a Unit the Warrants being converted as of the date of such exercise multiplied by (ii) the number of Units underlying the portion of the Purchase Option Warrants being converted. As used herein, the term "“Current Stock Market Value" ” per Unit at any Warrant as of the date of such exercise means the remainder derived from subtracting (x) (i) the exercise price of the Warrants Warrant Exercise Price multiplied by (ii) the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock as of the date of such exercise multiplied by (ii) the number of shares of Common Stock underlying for which the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faithexercisable.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock Shares and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right"the “CONVERSION RIGHT”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock Shares and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below)) of the portion of the Purchase Option being converted. The "Value" “VALUE” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value CURRENT MARKET VALUE of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" “CURRENT MARKET VALUE” per Unit at any date means means: (A) in the event that neither the Units nor Warrants are still trading, the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock Shares issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock Shares multiplied by (ii) the number of shares of Common Stock Shares underlying one Unit, which shall include the Common Shares underlying the Warrants included in such Unit; (B) in the event that the Units, Common Shares and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean Warrants are still trading, (i) if the Common Stock is Units are listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or FINRA (as defined below), as the case may be, on the last trading day preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or the NASD OTC Bulletin Board (or successor exchange), but are traded in the residual over-the-counter market, the closing bid price for Units on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event that the Units are not still trading but the Common Shares and Warrants underlying the Units are still trading, the Current Market Price of the Common Shares plus the product of (x) the Current Market Price of the Warrants and (y) the number of Common Shares underlying the Warrants included in one Unit. The “CURRENT MARKET PRICE” shall mean (i) if the Common Shares (or Warrants, as the case may be) are listed on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock Shares (or Warrants) in the principal trading market for the Common Stock Shares as reported by the exchange, Nasdaq or the NASDFINRA, as the case may be, on the last trading day preceding the date in question; (ii) if the Common Stock is Shares (or Warrants, as the case may be) are not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is are traded in the residual over-the-counter market, the closing bid price for the Common Stock Shares (or Warrants) on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number of shares of Common Stock and Warrants comprising that number of Units Units) equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below)) of the portion of the Purchase Unit Option being converted. The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) the product of (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the product of (i) the Current Market Value of a Unit multiplied by (ii) the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean means: (i) if the Common Stock is Units are listed on a national securities exchange (including, without limitation, the NYSE Euronext and the NASDAQ Stock Market) or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Over the Counter Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), the last sale average closing price of a Unit for the Common Stock thirty (30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common Stock Units as reported by the exchange, Nasdaq exchange or the NASDquotation system, as the case may be; (ii) if the Common Stock is Units are not listed on a national securities exchange or quoted on Over the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Counter Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), but is are traded in the residual over-the-counter market, the closing bid price for the Common Stock a Unit on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Units cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1Warrant Price, the a Registered Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion Warrants into shares of this Purchase Option into Units Common Stock ("the “Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder holder (without payment by the Holder holder of any of the Exercise Warrant Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" Value (as defined below) of the portion of the Purchase Option Warrants being converted exercised by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option Warrants being converted exercised shall equal the remainder amount derived from subtracting (a) (i) the Exercise Warrant Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit being converted from (yb) (i) the Current Market Price Value of the a share of Common Stock multiplied by (ii) the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unitthe Warrants being converted. The "As used herein, the term “Current Market Price" of a Value” per share of Common Stock at any date shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the average last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the Warrant Agent receives notice of the Registered Holder’s exercise of the Conversion Right in the principal trading market for the Common Stock as reported by any national securities exchange or quoted on the exchange, Nasdaq NASD OTC Bulletin Board (or the NASDits successor entity), as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Marketprovided, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) that if the fair market value of the Common Stock cannot be so determined, the “Current Market Value” per share shall be determined pursuant to clause (i) or (ii) above, such price as by the Board of Directors of the Company shall determineCompany, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) Units in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("the “Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of this Purchase Option being converted by (y) the “Current Market Price” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below)converted. The "“Value" ” of the portion of the this Purchase Option being converted shall equal the remainder derived from subtracting (a) the product of (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the product of (i) Current Market Value Price of a Unit multiplied by (ii) the number of Units underlying the portion of the this Purchase Option being converted. As used herein, the term "The “Current Market Value" per Price” of a Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock day shall mean (i) if the Common Stock is Units are listed on a national securities exchange (including, without limitation, the NYSE Euronext and the NASDAQ Stock Market) or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Over the Counter Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), the last sale average closing price of a Unit for the Common Stock thirty (30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common Stock Units as reported by the exchange, Nasdaq exchange or the NASDquotation system, as the case may be; (ii) if the Common Stock is Units are not listed on a national securities exchange or quoted on Over the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Counter Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), but is are traded in the residual over-the-counter market, the closing bid price for the Common Stock a Unit on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Units cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units securities ("Conversion Right") as follows: upon Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value Price (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units shares of Common Stock underlying the portion of this the Purchase Option being converted from (b) the Current Market Value Price of a Unit the Common Stock multiplied by the number of Units shares of Common Stock underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on the date prior to the date the Conversion Right is exercised, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or SmallCap Market, Nasdaq SmallCap Market or or, if applicable, the NASD OTC Bulletin Board (Board, or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for if the Common Stock is not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units Shares for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units Shares ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Shares equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Shares underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit Share multiplied by the number of Units Shares underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit Share at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock or such other security is listed on a national securities exchange or quoted on not registered under the Nasdaq National MarketShares Exchange Act of 1934, Nasdaq SmallCap Market or NASD OTC Bulletin Board as amended (or successor such as the Bulletin Board Exchange“Exchange Act”), (A) the last sale price value of the Common Stock or such other security as determined in good faith by the principal trading market for Board of Directors and certified in a board resolution, based on the most recently completed arm’s-length transaction between the Company and a person other than an affiliate of the Company or between any two such persons and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (B) if no such transaction shall have occurred on such date or within such six-month period, the value of the Common Stock or such other security as reported determined in good faith by resolution of the exchangeBoard of Directors, Nasdaq based on the best information available, or the NASD, as the case may be; (ii) if the Common Stock or such other security is not listed on a national securities exchange registered under the Exchange Act, the average of the daily closing sale prices of the Common Stock or quoted such other security for each trading day during the period commencing 10 trading days before such date and ending on the Nasdaq National Marketdate one day prior to such date; provided, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange)however, but is traded in the residual over-the-counter market, that if the closing bid price is not determinable for at least three trading days in such period, the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value “Current Market Price” of the Common Stock cannot or such other security shall be determined pursuant to clause (i) as if the Common Stock or (ii) above, such price as other security was not registered under the Board of Directors of the Company shall determine, in good faithExchange Act.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) Warrants in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion RightCONVERSION RIGHT") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Warrant Price multiplied by the number of Units shares of Common Stock for which this Purchase Option is Representative's Warrants are exercisable (under Section 3.3.1, and in lieu of being entitled to receive Common Stock and Warrants) shares in the manner required by Section 2.13.3.2, the Holder a registered holder of Representative's Warrants shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option said Representative's Warrants into Units shares of Common Stock ("Conversion Cashless Exercise Right") as follows: upon Upon exercise of the Conversion Cashless Exercise Right, the Company shall deliver to the Holder registered holder (without payment by the Holder holder of any of the Exercise Warrant Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option Representative's Warrants being converted by (y) the "Current Market Value Price" (as defined below)) of a share of Common Stock. The "Value" of the portion of the Purchase Option Representative's Warrants being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Warrant Price multiplied by (ii) the number of Units underlying the portion shares of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units Common Stock underlying the portion of the Purchase Option Representative's Warrants being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (yb) (i) the Current Market Price of the a share of Common Stock multiplied by (ii) the number of shares of Common Stock underlying the portion of the Representative's Warrants and the Common Stock issuable upon exercise of one Unitbeing converted. The "Current Market Price" of a share of Common Stock on any day shall mean mean (i) if the Common Stock is shares are listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or any successor such as the Bulletin Board Exchange), the last sale average closing price of a share for the Common Stock thirty (30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common Stock shares as reported by the exchange, Nasdaq or the NASD, as the case may be; ; (ii) if the Common Stock is shares are not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangesuccessor), but is are traded in the residual over-the-counter market, the closing bid price for the Common Stock a share on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and and (iii) if the fair market value of the Common Stock shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value Price (as defined below)) of a Unit. The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value Price of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "“Current Market Price" ” of a share of Common Stock Unit shall mean (i) if the Common Stock Unit is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale average closing price of a Unit for thirty (30) trading days immediately preceding the Common Stock date of determination of the Current Market Price in the principal trading market for the Common Stock Unit as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock Unit is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock Unit on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Unit cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company (the “Board”) shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Purchase Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.11.1, the Registered Holder shall have the right (but not the obligation) to convert pay the Purchase Price for the Warrants being purchased with this Warrant upon exercise by the surrender to the Company of any exercisable but unexercised portion of this Warrant having a value at the close of trading on the last trading day immediately preceding the exercise of this Warrant, equal to the Purchase Option into Units Price multiplied by the number of Warrants being purchased upon exercise ("Conversion Cashless Exercise Right"). The sum of (a) as follows: the number of Warrants being purchased upon exercise of the Conversion Rightnon-surrendered portion of this Warrant pursuant to this Cashless Exercise Right and (b) the number of Warrants underlying the portion of this Warrant being surrendered, shall not in any event be greater than the Company total number of Warrants purchasable upon the complete exercise of this Warrant if the Purchase Price were paid in cash. The value of the portion of the Warrant being surrendered shall deliver to equal the Holder remainder derived by subtracting (without payment a) the Purchase Price multiplied by the Holder of any of the Exercise Price in cash) that number of shares Warrants underlying the portion of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing this Warrant being surrendered from (xb) the "ValueMarket Price" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price Warrants multiplied by (ii) the number of Units Warrants underlying the portion of this Purchase Option Warrant being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being convertedsurrendered. As used herein, the term "Current Market ValuePrice" per Unit at any date means shall be deemed to be the remainder derived from subtracting (x) the exercise last reported sale price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if on such date, or, in case no such reported sale takes place on such date, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Marketadmitted to trading, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange)or, the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the National Association of Securities Dealers ("NASD") through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on the Nasdaq National Market, Nasdaq Market or SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units shares of Common Stock ("“Conversion Right"”) as follows: upon . Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option being converted by (y) the Current “Market Value Price” (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units shares of Common Stock underlying the that portion of this the Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying that portion of the Warrants and Purchase Option being converted. As used herein, the Common Stock issuable upon exercise of one Unit. The "Current term “Market Price" of a share of Common Stock ” at any date shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the last reported sale price for the immediately preceding trading day, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but Common Stock is traded in the residual over-the-counter listed is not its principal trading market, the closing bid last reported sale price for as furnished by the The Financial Industry Regulatory Authority (“FINRA”) through the NASDAQ Global Market or NASDAQ Capital Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive shares of Common Stock and Warrants) in the manner required by Section 2.1, the each Holder shall have the right (but not the obligation) (the “Conversion Right”) to convert any exercisable but unexercised portion of this Purchase Option held by such Holder into Units ("Conversion Right") as follows: upon provided in Section 2.4.2 hereof. Upon exercise of the Conversion Right, the Company shall deliver to the such Holder (without payment by the such Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" Value (as defined below) of the portion of the this Purchase Option being converted as of the date of such exercise by (y) the Current Market Value (as defined below)) as of the date of such exercise. The "As used herein, the term “Value" ” of the portion of the this Purchase Option being converted as of the date of such exercise shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) (i) the Current Market Value of a Unit as of the date of such exercise multiplied by (ii) the number of Units underlying the portion of the this Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any as of the date of such exercise means the remainder derived from subtracting (x) (i) the exercise price of the Warrants multiplied by (ii) the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price (as defined below) of the Common Stock as of the date of such exercise multiplied by (ii) the number of shares of Common Stock underlying one Unit, which shall include the shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one included in such Unit. The "As used herein, the “Current Market Price" ” of a share of Common Stock shall mean mean: (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or any successor to such as the Bulletin Board Exchangeexchange or board), the last sale price of the Common Stock as of the date of such exercise in the principal trading market for the Common Stock as reported by the exchange, Nasdaq exchange or the NASD, as the case may beboard; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangetrading market), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question of such exercise for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause clauses (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the each Holder shall have the right (but not the obligation) (the “Conversion Right”) to convert any exercisable but unexercised portion of this Purchase Option held by such Holder into Units ("Conversion Right") as follows: upon provided in Section 2.4.2 hereof. Upon exercise of the Conversion Right, the Company shall deliver to the such Holder (without payment by the such Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" Value (as defined below) of the portion of the this Purchase Option being converted as of the date of such exercise by (y) the Current Market Value (as defined below)) as of the date of such exercise. The "As used herein, the term “Value" ” of the portion of the this Purchase Option being converted as of the date of such exercise shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) (i) the Current Market Value of a Unit as of the date of such exercise multiplied by (ii) the number of Units underlying the portion of the this Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any as of the date of such exercise means the remainder derived from subtracting (x) (i) the exercise price of the Warrants multiplied by (ii) the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price (as defined below) of the Common Stock as of the date of such exercise multiplied by (ii) the number of shares of Common Stock underlying one Unit, which shall include the shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one included in such Unit. The "As used herein, the “Current Market Price" ” of a share of Common Stock shall mean mean: (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or any successor to such as the Bulletin Board Exchangeexchange or board), the last sale price of the Common Stock as of the date of such exercise in the principal trading market for the Common Stock as reported by the exchange, Nasdaq exchange or the NASD, as the case may beboard; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangetrading market), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question of such exercise for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause clauses (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.]

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for Shares which this Purchase Option Warrant is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant into Units Shares ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Shares equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option Warrant being converted by (y) the Current Market Value Price per Share (as defined below). The "“Value" ” of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Shares underlying the portion of this Purchase Option Warrant being converted from (b) the Current Market Value Price of a Unit Share multiplied by the number of Units Shares underlying the portion of the Purchase Option Warrant being converted. As used herein, the term "“Current Market Value" Price” per Unit Share at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is Shares are listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), the last sale price of the Common Stock Shares in the principal trading market for the Common Stock Shares as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; (ii) if the Common Stock is Shares are not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock Shares on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock Ordinary Shares and Warrants) in the manner required by Section 2.1, and subject to Section 6.1 hereof, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion “Cashless Exercise Right"”) as follows: upon exercise of the Conversion Cashless Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares Units (or that number of Common Stock Ordinary Shares and Warrants comprising that number of Units Units) equal to the number of Units to be exercised multiplied by the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any date means means: (A) in the event that the Units, Ordinary Shares and Public Warrants are still trading, (i) if the Units are listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), the average reported last sale price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or the Financial Industry Regulatory Authority (“FINRA”), as the case may be, for the five trading days preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the average reported last sale price for Units for the five trading days preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; (B) in the event that the Units are not still trading but the Ordinary Share and Public Warrants underlying the Units are still trading, the aggregate of (i) the product of (x) the Current Market Price of the Ordinary Share and (y) the number of the Ordinary Shares underlying one Unit plus (ii) the product of (x) the Current Market Price of the Public Warrants and (y) the number of the Warrants included in one Unit; or (C) in the event that neither the Units nor Public Warrants are still trading, the aggregate of (i) the product of (x) the Current Market Price of the Ordinary Share and (y) the number of the Ordinary Shares underlying one Unit plus (ii) the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants underlying one Unit from (y) the product of (aa) the Current Market Price of the Common Stock Ordinary Shares multiplied by (bb) the number of shares of Common Stock Ordinary Shares underlying the Warrants and the Common Stock issuable upon exercise of one included in each such Unit. The "“Current Market Price" of a share of Common Stock ” shall mean (i) if the Common Stock is Ordinary Shares (or Public Warrants, as the case may be) are listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), the average reported last sale price of the Common Stock Ordinary Shares (or Public Warrants) in the principal trading market for the Common Stock Ordinary Share (or Public Warrants) as reported by the exchange, Nasdaq or the NASDFINRA, as the case may be, for the five trading days preceding the date in question; (ii) if the Common Stock is Ordinary Shares (or Public Warrants, as the case may be) are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is are traded in the residual over-the-counter market, the closing bid average reported last sale price for the Common Stock Ordinary Share (or Public Warrants) on for the last five trading day days preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Ordinary Share cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith. In the event the Public Warrants have expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying this Purchase Option.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Underwriter Warrant into Units Shares ("“Conversion Right"”) as follows: upon . Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cashcash other than for any amount required by Italian law with respect to the nominal equity capital contribution (imputazione a capitale sociale) of the Shares to be issued upon exercise of the Conversion Right)) that number of shares of Common Stock and Warrants comprising that number of Units Shares equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option Underwriter Warrant being converted by (y) the Current “Market Value Price” (as defined below). The "“Value" ” of the portion of the Purchase Option Underwriter Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Shares underlying the that portion of this Purchase Option Underwriter Warrant being converted from (b) the Current Market Value Price of a Unit the Shares multiplied by the number of Units Shares underlying the that portion of the Purchase Option Underwriter Warrant being converted. As used in this herein, the term "Current “Market Value" per Unit Price” at any date means shall be deemed to be the remainder derived from subtracting (x) the exercise average last reported sale price of the Warrants multiplied by Shares for the number of shares of Common Stock issuable upon five trading days ending on the next to last trading day immediately preceding the exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied Conversion Right as officially reported by the number of shares of Common Stock underlying principal securities exchange on which the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) Shares are listed or admitted to trading, or, if the Common Stock is Shares are not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the Shares are listed is not its principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid average last reported sale price for such five trading days as furnished by Nasdaq or, if applicable, the Common Stock OTC Bulletin Board, or if the Shares are not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company, based on the best information available to it. If the Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Shares shall take on the characteristics of the Underwriter Warrants being exercised, and the holding period of the Shares being issued may be tacked on to the holding period of this Underwriter Warrant. In no event will the Company shall determine, be required to pay cash to the Holder to settle this Underwriter Warrant in good faiththe event of exercise by the Holder of the Conversion Right.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1Warrant Price, the a Registered Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion Warrants into shares of this Purchase Option into Units Common Stock (the "Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder holder (without payment by the Holder holder of any of the Exercise Warrant Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" Value (as defined below) of the portion of the Purchase Option Warrants being converted exercised by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option Warrants being converted exercised shall equal the remainder amount derived from subtracting (a) (i) the Exercise Warrant Price multiplied by (ii) the number of Units underlying shares of Common Stock issuable upon exercise of the portion of this Purchase Option Warrants being converted from (b) (i) the Current Market Value of a Unit share of Common Stock multiplied by (ii) the number of Units underlying the portion shares of Common Stock issuable upon exercise of the Purchase Option Warrants being converted; provided that if the resulting quotient contains a fraction, such quotient will be rounded down to the nearest whole number. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock at any date shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the average last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the Warrant Agent receives the Registered Holder's Subscription Form, as reported in the principal trading market for the Common Stock as reported by or quoted on the exchange, Nasdaq NASD OTC Bulletin Board (or the NASDits successor entity), as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Marketprovided, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) that if the fair market value of the Common Stock cannot be so determined, the "Current Market Value" per share shall be determined pursuant to clause (i) or (ii) above, such price as by the Board of Directors of the Company shall determineCompany, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units shares of Common Stock ("“Conversion Right"”) as follows: upon . Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option being converted by (y) the Current “Market Value Price” (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units shares of Common Stock underlying the that portion of this the Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying that portion of the Warrants and Purchase Option being converted. As used in this herein, the Common Stock issuable upon exercise of one Unit. The "Current term “Market Price" of a share of Common Stock ” at any date shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the last reported sale price for the immediately preceding trading day, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the NASD through the Nasdaq National Market or SmallCap Market, Nasdaq SmallCap Market or or, if applicable, the NASD OTC Bulletin Board (Board, or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for if the Common Stock is not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) Warrants in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion RightCONVERSION RIGHT") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number of shares of Common Stock and Warrants comprising that number of Units Units) equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units ADSs for which this Purchase Option Underwriter’s Warrant is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Underwriter’s Warrant into Units ADSs ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units ADSs equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option Underwriter’s Warrant being converted by (y) the Current Market Value Price (as defined below)) of an ADS. The "“Value" ” of the portion of the Purchase Option Underwriter’s Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units ADSs underlying the portion of this Purchase Option Underwriter’s Warrant being converted from (b) the Current Market Value Price of a Unit an ADSs multiplied by the number of Units ADSs underlying the portion of the Purchase Option Underwriter’s Warrant being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "“Current Market Price" ” of a share of Common Stock shall mean (i) if the Common Stock is ADSs are listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Market or NASD FINRA OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale average closing price of an ADS for five (5) trading days immediately preceding the Common Stock date of determination of the Current Market Price in the principal trading market for the Common Stock ADSs as reported by the exchange, Nasdaq or the NASDFINRA, as the case may be; (ii) if the Common Stock is ADSs are not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Market or the NASD FINRA OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock an ADS on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock ADSs cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company (the “Board”) shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant into Units securities ("Conversion Right") as follows: upon Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option Warrant being converted by (y) the Current Market Value Price (as defined below). The "Value" of the portion of the Purchase Option this Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise underlying the portion of the Warrants underlying one Unit this Warrant being converted from (yb) the Current Market Price of the shares of Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and portion of this Warrant being converted. As used herein, the Common Stock issuable upon exercise of one Unit. The term "Current Market Price" of a share of Common Stock at any date shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the NASD through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on the Nasdaq National Market, Nasdaq Market or SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant into Units securities ("Conversion Right") as follows: upon Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Shares equal to the quotient obtained by dividing (x) the "Value" (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option Warrant being converted by (y) the Current Market Value Price (as defined below)) at that same time. The "Value" of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Common Shares underlying the portion of this Purchase Option the Warrant being converted from (b) the Current Market Value Price of a Unit the Common Shares multiplied by the number of Units Common Shares underlying the portion of the Purchase Option Warrant being converted. As used hereinin this Section 2.3, the term "Current Market ValuePrice" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock Shares on such date, or, in case no such reported sale takes place on such day, the principal trading market average of the last reported sale price for the Common Stock three immediately preceding trading days, in either case as officially reported by the exchangeprincipal securities exchange on which the Common Shares are listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is Shares are not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Shares are listed is not the principal trading market, the last reported sale price as furnished by the NASD through the Nasdaq National Market or SmallCap Market, Nasdaq SmallCap Market or or, if applicable, the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange)trading medium, but is traded in the residual over-the-counter market, the closing bid price for or if the Common Stock Shares are not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.12.2, the Holder shall have the right (but not the obligation) to convert pay the Exercise Price for the Securities being purchased with this Warrant upon exercise by the surrender to the Company of any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the Warrant having a "Value" (as defined below), at the close of trading on the last trading day immediately preceding the exercise of this Warrant, equal to the Exercise Price multiplied by the number of shares of Common Stock being purchased upon exercise ("Cashless Exercise Right"). The sum of (a) the number of shares of Common Stock being purchased upon exercise of the non-surrendered portion of this Warrant pursuant to this Cashless Exercise Right and (b) the number of shares of Common Stock underlying the portion of this Warrant being surrendered shall not in any event be greater than the Purchase Option being converted by (y) total number of shares of Common Stock purchasable upon the Current Market Value (as defined below)complete exercise of this Warrant if the Exercise Price were paid in cash. The "Value" of the portion of the Purchase Option this Warrant being converted surrendered shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise underlying the portion of the Warrants underlying one Unit this Warrant being surrendered from (yb) the Current Market Price of the shares of Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and portion of this Warrant being surrendered. As used herein, the Common Stock issuable upon exercise of one Unit. The term "Current Market Price" of a share of Common Stock at any date shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the NASD through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on the Nasdaq National Market, Nasdaq Market or SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "“Current Market Price" ” of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option Warrant is exercisable (and in lieu of being entitled to receive Common shares of Series A Preferred Stock and Warrants) in the manner required by Section 2.1, and subject to Section 6.1 hereof, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant into Units ("Conversion “Cashless Exercise Right"”) as follows: upon exercise of the Conversion Cashless Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares Units (in the form of Common Stock and Warrants comprising that the Delivered Securities) equal to the number of Units equal to be exercised multiplied by the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option Warrant being converted by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being convertedUnit. As used herein, the term "“Current Market Value" ” per Unit at any date means means: (A) in the event that the Common Stock is trading on any of the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American, the New York Stock Exchange, OTCQB or OTCQX (each a “Trading Market”), the aggregate of (i) the product of (x) the Current Market Price of the Common Stock and (y) the number of shares of Common Stock underlying one share of Series A Preferred Stock included in the Units plus (ii) the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock issuable upon exercise of one of the Warrants underlying one Unit from (y) the product of (aa) the Current Market Price of the Common Stock multiplied by (bb) the number of shares of Common Stock underlying issuable upon conversion of the Warrants and the Common Series A Preferred Stock issuable upon exercise of the Warrants included in each such Unit; or (B) in the event that Company’s Common Stock is not trading on a Trading Market, the aggregate of (i) the product of (x) the Current Market Price of the Series A Preferred Stock and (y) the number of shares of Series A Preferred Stock underlying one Unit plus the aggregate of (ii) the product of (x) the Current Market Price of the Warrants and (y) the number of the Warrants included in one Unit. The "“Current Market Price" of a share of Common Stock ” shall mean (i) if the Common Stock applicable security to which the definition relates is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), the last reported sale price of the Common Stock such security in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASDFINRA, as the case may be, for the trading day preceding the date in question; (ii) if the Common Stock security is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is traded in the residual over-the-counter market, the closing bid last reported sale price for the Common Stock security on for the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock securities cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith. In the event the Warrants have expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying this Purchase Warrant.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units Ordinary Shares for which this Purchase Option Warrant is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) exercised in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert on a cashless basis any exercisable but unexercised portion of this Purchase Option Warrant into Units Ordinary Shares ("Conversion “Cashless Exercise Right"”) as follows: upon exercise of the Conversion Cashless Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that Ordinary Shares equal to the number of Units equal Ordinary Shares to be exercised multiplied by the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option Warrant being converted by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Ordinary Shares underlying the portion of this Purchase Option Warrant being converted from (b) the Current Market Value of a Unit an Ordinary Share multiplied by the number of Units Ordinary Shares underlying the portion of the Purchase Option Warrant being converted. As used herein, the term "“Current Market Value" ” per Unit Ordinary Share at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean means: (i) if the Common Stock is Ordinary Shares are listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), the average reported last sale price of the Common Stock Ordinary Shares in the principal trading market for the Common Stock Ordinary Shares as reported by the exchange, Nasdaq exchange or the NASDFINRA, as the case may be, for the three trading days preceding the date in question; (ii) if the Common Stock is Ordinary Shares are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is are traded in the residual over-the-counter market, the closing bid average reported last sale price for the Common Stock Ordinary Shares on for the last three trading day days preceding the date in question for which such quotations are reported by the Pink SheetsOTC Markets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Ordinary Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert exercise this Purchase Option on a cashless basis by converting any exercisable but unexercised portion of this Purchase Option into Units Shares ("“Conversion Right"”) as follows: upon . Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Shares equal to the quotient obtained by dividing dividing: (x) the "“Value" ” (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option being converted by (y) the Current “Market Value Price” (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting subtracting: (a) (i) the Exercise Price multiplied by (ii) the number of Units Shares underlying the that portion of this the Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares Shares underlying that portion of Common Stock underlying the Warrants and Purchase Option being converted. As used in this herein, the Common Stock issuable upon exercise of one Unit. The "Current term “Market Price" of a share of Common Stock ” at any date shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the last reported sale price for the immediately preceding trading day, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the NASD through the Nasdaq National Market or Nasdaq Capital Market, Nasdaq SmallCap Market or or, if applicable, the NASD OTC Bulletin Board (Board, or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for if the Common Stock is not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faithusing industry standard valuation methods based on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.12, the Holder shall have the right (but not the obligation) to convert pay the Exercise Price for the Shares of Common Stock being purchased with this Warrant upon exercise by the surrender to the Company of any exercisable but unexercised portion of this Purchase Option into Units Warrant having a "Value" (as defined below), at the close of trading on the last trading day immediately preceding the exercise of this Warrant, equal to the Exercise Price multiplied by the number of Shares of Common Stock being purchased upon exercise ("Conversion Cashless Exercise Right"). The sum of (a) as follows: the number of Shares of Common Stock being purchased upon exercise of the Conversion Rightnon-surrendered portion of this Warrant pursuant to this Cashless Exercise Right and (b) the number of Shares of Common Stock underlying the portion of this Warrant being surrendered, shall not in any event be greater than the total number of Shares of Common Stock purchasable upon the complete exercise of this Warrant if the Exercise Price were paid in cash. Upon exercise of the conversion right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cashPrice) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option Warrant being converted at the time the conversion right is exercised by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option Warrant is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant into Units ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option Warrant being converted by (y) the Current Market Value Price per Unit (as defined below). The "“Value" ” of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option Warrant being converted from (b) the Current Market Value Price of a Unit multiplied by the number of Units underlying the portion of the Purchase Option Warrant being converted. As used herein, the term "“Current Market Value" Price” per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is Units are listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), the last sale price of the Common Stock Units in the principal trading market for the Common Stock Units as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; (ii) if the Common Stock is Units are not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock Units on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Units cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faithfaith based, among other things, on the current market price of the Company’s common stock and Warrants.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion “Cashless Exercise Right"”) as follows: upon exercise of the Conversion Cashless Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number of shares of Common Stock and Warrants comprising that number of Units Units) equal to the quotient obtained by dividing (x) the "Value" Value (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any date means means: (A) in the remainder derived from subtracting event that the Public Units are listed on a national securities exchange or quoted on an over-the-counter market (x) “OTC Market”), the exercise last sale price of the Warrants multiplied by Units in the number of shares of principal trading market for the Units as reported, (B) in the event that the Public Units are not still trading but the Common Stock issuable upon exercise of the and Public Warrants underlying one Unit from (y) the Units are still trading, the Current Market Price of the Common Stock multiplied by plus the number Current Market Price of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one UnitPublic Warrants. The "“Current Market Price" of a share of Common Stock ” shall mean (i) if the Common Stock is and Public Warrants are listed on a national securities exchange or quoted on the Nasdaq National an OTC Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock and Public Warrants in the principal trading market for the Common Stock and Public Warrants as reported by the exchangereported, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotationsquestion; and (iiiii) and if the fair market value of the Common Stock and Public Warrants cannot be determined pursuant to clause (i) or (ii) ), above, such price as the Board of Directors of the Company shall determine, in good faith. In the event the Public Warrants have expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying this Purchase Option.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1cash, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant, in whole or in part, into Units Common Stock ("“Conversion Right") ”), as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cashPrice) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option Warrant being converted at the time the Conversion Right is exercised by (y) the Current Market Value (as defined below)Price on the date of conversion. The "“Value" ” of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion shares of this Purchase Option Common Stock being converted from (b) the Current Market Value Price of a Unit the Common Stock on the date of conversion multiplied by the number of Units underlying the portion shares of the Purchase Option Common Stock being converted. As used herein, the term "Current “Market Value" per Unit Price” at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sales prices for the immediately preceding three trading days, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but Common Stock is traded in the residual over-the-counter listed is not its principal trading market, the closing bid last reported sale price for as furnished by the National Association of Securities Dealers, Inc. (“NASD”) through the NASDAQ National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) cash as set forth in the manner required by Section 2.12.1 hereof, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units securities ("Conversion Right") as follows: upon Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current "Market Value Price" (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this the Purchase Option being converted from (b) the Current Market Value Price of a Unit the Units, multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market ValuePrice" per Unit at any date means shall be deemed to be the remainder derived from subtracting (x) the exercise last reported sale price of the Warrants multiplied Units on the date prior to the date the Conversion Right is exercised, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the number principal securities exchange on which the Units are listed or admitted to trading, or, if the Units are not listed or admitted to trading on any national securities ex change or if any such exchange on which the Units are listed is not their principal trading market, the last reported sale price as furnished by the National Association of shares Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Units are not listed or admitted to trading on any of the foregoing markets, or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it; provided, however, that if the Units are no longer quoted on the principal trading market on which the Common Stock issuable upon exercise of and the Warrants underlying one Unit from (y) are traded, the Current Market Price of the Common Stock multiplied by Units shall be equal to the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the average last reported sale price of the Common Stock for the five trading days immediately preceding such date ("Common Stock Price") plus the average last reported sale price of the Class A Warrants, the average last reported sale price of the Class B Warrants and the average last reported sale price of the C Warrants, in each case for the five trading days preceding such date, as quoted on the principal trading market for the Common Stock such securities determined as reported by the exchange, Nasdaq or the NASD, as the case may bedescribed above; (ii) and provided further that if the Common Stock is not listed on a national securities exchange or quoted on traded but the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter marketWarrants are not, the closing bid price for Market Price of the Units shall be equal to four times the Common Stock on Price less the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value sum of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors then exercise prices of the Company shall determineClass A Warrants, in good faiththe Class B Warrants and the Class C Warrants.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units Warrant Shares for which this Purchase Option the Warrant is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) exercised in the manner required by Section 2.12.2, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant into Units securities ("Conversion Right") as follows: upon Upon exercise of the Conversion Right, the Company shall will deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option Warrants being converted by (y) the Current "Market Value Price" (as defined below). The "Value" of the portion of the Purchase Option Warrants being converted shall will equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units shares underlying the portion of this Purchase Option the Warrants being converted from (b) the Current Market Value of a Unit Price multiplied by the number of Units shares underlying the portion of the Purchase Option Warrants being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), deemed to be the last reported sale price of the Common Stock on the date prior to the date the Conversion Right is exercised, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the National Association Securities Dealers, Inc. through the Nasdaq National Market or SmallCap Market, Nasdaq SmallCap Market or or, if applicable, the NASD OTC Bulletin Board (Board, or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for if the Common Stock is not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units securities ("Conversion Right") as follows: upon Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current "Market Value Price" (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this the Purchase Option being converted from (b) the Current Market Value Price of a Unit the Units, multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market ValuePrice" per Unit at any date means shall be deemed to be the remainder derived from subtracting (x) the exercise last reported sale price of the Warrants multiplied Units on the date prior to the date the Conversion Right is exercised, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the number of shares of Common Stock issuable upon exercise of principal securities exchange on which the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) Units are listed or admitted to trading, or, if the Common Stock is Units are not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Units are listed is not their principal trading market, the last reported sale price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or SmallCap Market, Nasdaq SmallCap Market or NASD or, if applicable, the OTC Bulletin Board (Board, or successor such as if the Bulletin Board Exchange), the last sale price Units are not listed or admitted to trading on any of the Common Stock in the principal trading market for the Common Stock as reported by the exchangeforegoing markets, Nasdaq or the NASDsimilar organization, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded determined in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported good faith by the Pink Sheets, LLC or similar publisher resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faith.based on the best information available to it; provided, however, that if the Units are no longer quoted on the principal trading market that the Common Stock is traded on, the Market Price

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert exercise this Purchase Option on a cashless basis by converting any exercisable but unexercised portion of this Purchase Option into Units Shares ("“Conversion Right"”) as follows: upon . Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Shares equal to the quotient obtained by dividing dividing: (x) the "“Value" ” (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option being converted by (y) the Current “Market Value Price” (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting subtracting: (a) (i) the Exercise Price multiplied by (ii) the number of Units Shares underlying the that portion of this the Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares Shares underlying that portion of Common Stock underlying the Warrants and Purchase Option being converted. As used in this herein, the Common Stock issuable upon exercise of one Unit. The "Current term “Market Price" of a share of Common Stock ” at any date shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the last reported sale price for the immediately preceding trading day, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the NASD through the Nasdaq National Global Select Market, Nasdaq SmallCap Global Market or Nasdaq Capital Market, or, if applicable, the NASD OTC Bulletin Board (Board, or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for if the Common Stock is not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faithusing industry standard valuation methods based on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) Units in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units (the "Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the this Purchase Option being converted by (y) the "Current Market Value Price" (as defined below)) of the portion of the Purchase Option being converted. The "Value" of the portion of the this Purchase Option being converted shall equal the remainder derived from subtracting (a) the product of (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the product of (i) Current Market Value Price of a Unit multiplied by (ii) the number of Units underlying the portion of the this Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock Unit at any day shall mean (i) if the Common Stock is Units are listed on a national securities exchange (including, without limitation, the NYSE Euronext and the NASDAQ Stock Market) or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Over the Counter Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), the last sale average closing price of a Unit for the Common Stock thirty (30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common Stock Units as reported by the exchange, Nasdaq exchange or the NASDquotation system, as the case may be; (ii) if the Common Stock is Units are not listed on a national securities exchange or quoted on Over the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Counter Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), but is are traded in the residual over-the-counter market, the closing bid price for the Common Stock a Unit on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Units cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "“Current Market Price" ” of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) Units in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this the Purchase Option option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option option being converted by (y) the "Current Market Value Price" (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (ia)(i) the Exercise Price of a unit multiplied by (ii) the number of Units underlying the portion of this Purchase Option option being converted from (b) the Current Market Value Price of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock Unit at any date shall mean (i) if the Common Stock is Units are listed on a national securities exchange or quoted on the Nasdaq National Market, the Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale average closing price of a Unit for the Common Stock thirty (30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common Stock Units as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is Units are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock a Unit on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Units cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise ----------------------- Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert pay the Exercise Price for the Securities being purchased with this Purchase Option upon exercise by the surrender to the Company of any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the having a "Value" (as defined below), at the close of trading on the last trading day immediately preceding the exercise of this Purchase Option, equal to the Exercise Price multiplied by the number of shares of Common Stock being purchased upon exercise ("Cashless Exercise Right"). The sum of (a) the number of shares of Common Stock being purchased upon exercise of the non-surrendered portion of this Purchase Option pursuant to this Cashless Exercise Right and (b) the number of shares of Common Stock underlying the portion of the this Purchase Option being converted by (y) surrendered, shall not in any event be greater than the Current Market Value (as defined below)total number of shares of Common Stock purchasable upon the complete exercise of this Purchase Option if the Exercise Price were paid in cash. The "Value" of the portion of the Purchase Option being converted surrendered shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise underlying the portion of the Warrants underlying one Unit this Purchase Option being surrendered from (yb) the Current Market Price of the shares of Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and portion of this Purchase Option being surrendered. As used herein, the Common Stock issuable upon exercise of one Unit. The term "Current Market Price" of a share of Common Stock at any date shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the NASD through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on the Nasdaq National Market, Nasdaq Market or SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) Warrants in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" Value (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "“Current Market Price" ” of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price on the trading day preceding the date in question of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Warrant Price multiplied by the number of Units shares of Common Stock for which this Purchase Option a Representative's Warrant is exercisable (under Section 3.3.1, and in lieu of being entitled to receive Common Stock and Warrants) shares in the manner required by Section 2.13.3.2, the Holder registered holder of an Underwriter's Warrant shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option said Underwriter's Warrant into Units shares of Common Stock ("Conversion RightCASHLESS EXERCISE RIGHT") as follows: upon Upon exercise of the Conversion Cashless Exercise Right, the Company shall deliver to the Holder registered holder (without payment by the Holder holder of any of the Exercise Warrant Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option Underwriter's Warrant being converted by (y) the "Current Market Value Price" (as defined below)) of a share of Common Stock. The "Value" of the portion of the Purchase Option Underwriter's Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Warrant Price multiplied by (ii) the number of Units underlying the portion shares of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units Common Stock underlying the portion of the Purchase Option Underwriter's Warrant being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (yb) (i) the Current Market Price of the a share of Common Stock multiplied by (ii) the number of shares of Common Stock underlying the Warrants and portion of the Common Stock issuable upon exercise of one UnitUnderwriter's Warrant being converted. The "Current Market Price" of a share of Common Stock on any day shall mean mean (i) if the Common Stock is shares are listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or any successor such as the Bulletin Board Exchange), the last sale average closing price of a share for the Common Stock thirty (30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common Stock shares as reported by the exchange, Nasdaq or the NASD, as the case may be; ; (ii) if the Common Stock is shares are not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangesuccessor), but is are traded in the residual over-the-counter market, the closing bid price for the Common Stock a share on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and and (iii) if the fair market value of the Common Stock shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option Warrant is exercisable (and in lieu of being entitled to receive Common shares of Series B Preferred Stock and Warrants) in the manner required by Section 2.1, and subject to Section 6.1 hereof, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant into Units ("Conversion “Cashless Exercise Right"”) as follows: upon exercise of the Conversion Cashless Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares Units (in the form of Common Stock and Warrants comprising that the Delivered Securities) equal to the number of Units equal to be exercised multiplied by the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option Warrant being converted by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being convertedUnit. As used herein, the term "“Current Market Value" ” per Unit at any date means means: (A) in the event that the Common Stock is trading on any of the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American, the New York Stock Exchange, OTCQB or OTCQX (each a “Trading Market”), the aggregate of (i) the product of (x) the Current Market Price of the Common Stock and (y) the number of shares of Common Stock underlying one share of Series B Preferred Stock included in the Units plus (ii) the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of one of the Warrants underlying one Unit from (y) the product of (aa) the Current Market Price of the Common Stock multiplied by (bb) the number of shares of Common Stock underlying the Warrants and included in each such Unit; or (B) in the event that Company’s Common Stock issuable upon exercise is not trading on a Trading Market, the aggregate of (i) the product of (x) the Current Market Price of the Series B Preferred Stock and (y) the number of shares of Series B Preferred Stock underlying one Unit plus the aggregate of (ii) the product of (x) the Current Market Price of the Warrants and (y) the number of the Warrants included in one Unit. The "“Current Market Price" of a share of Common Stock ” shall mean (i) if the Common Stock applicable security to which the definition relates is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), the last reported sale price of the Common Stock such security in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASDFINRA, as the case may be, for the trading day preceding the date in question; (ii) if the Common Stock security is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is traded in the residual over-the-counter market, the closing bid last reported sale price for the Common Stock security on for the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock securities cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith. In the event the Warrants have expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying this Purchase Warrant.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) cash as set forth in the manner required by Section 2.12.1 hereof, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units securities ("Conversion Right") as follows: upon Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current "Market Value Price" (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this the Purchase Option being converted from (b) the Current Market Value Price of a Unit the Units, multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market ValuePrice" per Unit at any date means shall be deemed to be the remainder derived from subtracting (x) the exercise last reported sale price of the Warrants multiplied Units on the date prior to the date the Conversion Right is exercised, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the number principal securities exchange on which the Units are listed or admitted to trading, or, if the Units are not listed or admitted to trading on any national securities exchange or if any such exchange on which the Units are listed is not their principal trading market, the last reported sale price as furnished by the National Association of shares Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Units are not listed or admitted to trading on any of the foregoing markets, or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it; provided, however, that if the Units are no longer quoted on the principal trading market on which the Common Stock issuable upon exercise of and the Class A Warrants underlying one Unit from (y) are traded, the Current Market Price of the Common Stock multiplied by Units shall be equal to the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the average last reported sale price of the Common Stock in for the five trading days immediately preceding such date ("Common Stock Price") plus the average last reported sale price of the Class A Warrants for the five trading days preceding such date, as quoted on the principal trading market for the Common Stock such securities determined as reported by the exchange, Nasdaq or the NASD, as the case may bedescribed above; (ii) and provided further that if the Common Stock is not listed on a national securities exchange or quoted on traded but the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter marketClass A Warrants are not, the closing bid price for Market Price of the Units shall be equal to two times the Common Stock on Price less the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value then exercise price of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faithClass A Warrants.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock Sub-Units, Ordinary Shares and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("the “Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value Price (as defined below)) of a Unit. The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value Price of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "“Current Market Price" ” of a share of Common Stock Unit shall mean (i) if the Common Stock Unit is listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange)Board, the last sale average closing price of a Unit for thirty (30) trading days immediately preceding the Common Stock date of determination of the Current Market Price in the principal trading market for the Common Stock Unit as reported by the exchange, Nasdaq or the NASDFinancial Industry Regulatory Authority, Inc. (“FINRA”), as the case may be; (ii) if the Common Stock Unit is not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange)Board, but is traded in the residual over-the-counter market, the closing bid price for the Common Stock Unit on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Unit cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company (the “Board”) shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.14, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant into Units Warrant Shares (the "Conversion RightCONVERSION RIGHT") as follows: upon . Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Warrant Shares equal to the quotient obtained by dividing (x) the "ValueVALUE" (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option Warrant being converted by (y) the Current Market Value "MARKET PRICE" (as defined below). The "ValueVALUE" of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Warrant Shares underlying the that portion of this Purchase Option the Warrant being converted from (b) the Current Market Value Price of a Unit the Warrant Shares multiplied by the number of Units Warrant Shares underlying the that portion of the Purchase Option Warrant being converted. As used in this herein, the term "Current Market ValueMARKET PRICE" per Unit at any date means shall be deemed to be the remainder derived from subtracting sum of (xA) the exercise average last reported sale price of the Warrants multiplied by shares for the number of shares of Common Stock issuable upon five trading days ending on the next to last trading day immediately preceding the exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied Conversion Right as officially reported by the number of principal securities exchange on which the shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) are listed or admitted to trading, or, if the Common Stock is shares are not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the shares are listed is not its principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid average last reported sale price for the Common Stock on the last such five trading day preceding the date in question for which such quotations are reported days as furnished by the Pink SheetsNASD through the Nasdaq Global Market or Capital Market, LLC or, if applicable, the OTC Bulletin Board, or if the shares are not listed or admitted to trading on any of the foregoing markets, or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, based on the best information available to it and (B) the intrinsic value of the Warrant using the share price determined in good faith(A).

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number of shares of Common Stock and Warrants comprising that number of Units Units) equal to the quotient obtained by dividing (x) the "Value" Value (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means means: (A) in the event that neither the Units nor Public Warrants are still trading, the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock multiplied by (ii) the number of shares of Common Stock underlying one Unit, which shall include the shares of Common Stock underlying the Warrants included in such Unit; (B) in the event that the Units, Common Stock and Public Warrants are still trading, (i) if the Units are listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor exchange), the last sale price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the closing bid price for Units on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event that the Units are not still trading but the Common Stock and Public Warrants underlying the Units are still trading, the Current Market Price of the Common Stock plus the product of (x) the Current Market Price of the Public Warrants and (y) the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of included in one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock (or Public Warrants, as the case may be) is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), the last sale price of the Common Stock (or Public Warrants) in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; (ii) if the Common Stock (or Public Warrants, as the case may be) is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock (or Public Warrants) on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith. In the event the Public Warrants have expired and are no longer exercisable, no "Value" shall be attributed to the Warrants underlying this Purchase Option. Additionally, in the event that this Purchase Option is exercised pursuant to this Section 2.2 and the Public Warrants are still trading, the "Value" shall be reduced by the difference between the Warrant Exercise Price and the exercise price of the Public Warrants multiplied by the number of Warrants underlying the Units included in the portion of this Purchase Option being converted.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and (except as provided below), Warrants or Extra Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units Common Stock ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any portion of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined determined below) of the portion of the Purchase Option being converted by (y) the Current Market Value Price (as defined below)) on the second trading day prior to the date the Company receives this Purchase Option for conversion pursuant to Section 2.3.2 hereof. The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit product derived from multiplying (i) two multiplied by the remainder derived from subtracting the exercise price of the Warrant from the Market Price of the Common Stock by (ii) the number of Units underlying the portion of the this Purchase Option being converted. If any Extra Warrants are issuable upon exercise of this Purchase Option, then there shall be added to "value" an amount equal to the remainder derived from subtracting (a) the Exercise Price of the Extra Warrants from (b) the Market Price of the Common Stock, multiplied by the number of Extra Warrants issuable upon exercise of this Purchase Option. As used herein, the term "Current Market ValuePrice" per Unit at any date means shall be deemed to be the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the average last reported sale price of the Common Stock in for the five trading days immediately preceding such date, as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not the principal trading market for the Common Stock, the average last reported sale price of the Common Stock for the five trading days immediately preceding such date as reported furnished by the exchangeNational Association of Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or the NASDNasdaq SmallCap, as or, if applicable, the case may be; (ii) OTC Bulletin Board, or if the Common Stock is not listed on a national securities exchange or quoted admitted to trading on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD Nasdaq SmallCap or OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock Shares and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right"the “CONVERSION RIGHT”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock Shares and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below)) of the portion of the Purchase Option being converted. The "Value" “VALUE” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value CURRENT MARKET VALUE of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" “CURRENT MARKET VALUE” per Unit at any date means means: (A) in the event that neither the Units nor Warrants are still trading, the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock Shares issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock Shares multiplied by (ii) the number of shares of Common Stock Shares underlying one Unit, which shall include the Common Shares underlying the Warrants included in such Unit; (B) in the event that the Units, Common Shares and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean Warrants are still trading, (i) if the Common Stock is Units are listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or the NASD OTC Bulletin Board (or successor exchange), but are traded in the residual over-the-counter market, the closing bid price for Units on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event that the Units are not still trading but the Common Shares and Warrants underlying the Units are still trading, the Current Market Price of the Common Shares plus the product of (x) the Current Market Price of the Warrants and (y) the number of Common Shares underlying the Warrants included in one Unit. The “CURRENT MARKET PRICE” shall mean (i) if the Common Shares (or Warrants, as the case may be) are listed on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock Shares (or Warrants) in the principal trading market for the Common Stock Shares as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; (ii) if the Common Stock is Shares (or Warrants, as the case may be) are not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is are traded in the residual over-the-counter market, the closing bid price for the Common Stock Shares (or Warrants) on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock Shares and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units (the "Conversion RightCONVERSION RIGHT") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock Shares and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below)) of the portion of the Purchase Option being converted. The "ValueVALUE" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value CURRENT MARKET VALUE of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market ValueCURRENT MARKET VALUE" per Unit at any date means means: (A) in the event that neither the Units nor Warrants are still trading, the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock Shares issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock Shares multiplied by (ii) the number of shares of Common Stock Shares underlying one Unit, which shall include the Common Shares underlying the Warrants included in such Unit; (B) in the event that the Units, Common Shares and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean Warrants are still trading, (i) if the Common Stock is Units are listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or the NASD OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the closing bid price for Units on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event that the Units are not still trading but the Common Shares and Warrants underlying the Units are still trading, the Current Market Price of the Common Shares plus the product of (x) the Current Market Price of the Warrants and (y) the number of Warrants included in one Unit. The "CURRENT MARKET PRICE" shall mean (i) if the Common Shares (or Warrants, as the case may be) are listed on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock Shares (or Warrants) in the principal trading market for the Common Stock Shares as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; (ii) if the Common Stock is Shares (or Warrants, as the case may be) are not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is are traded in the residual over-the-counter market, the closing bid price for the Common Stock Shares (or Warrants) on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock Shares and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units (the "Conversion RightCONVERSION RIGHT") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock Shares and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below)) of the portion of the Purchase Option being converted. The "ValueVALUE" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value CURRENT MARKET VALUE of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market ValueCURRENT MARKET VALUE" per Unit at any date means means: (A) in the event that neither the Units nor Warrants are still trading, the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock Shares issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock Shares multiplied by (ii) the number of shares of Common Stock Shares underlying one Unit, which shall include the Common Shares underlying the Warrants included in such Unit; (B) in the event that the Units, Common Shares and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean Warrants are still trading, (i) if the Common Stock is Units are listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or the NASD OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the closing bid price for Units on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event that the Units are not still trading but the Common Shares and Warrants underlying the Units are still trading, the Current Market Price of the Common Shares plus the product of (x) the Current Market Price of the Warrants and (y) the number of Common Shares underlying the Warrants included in one Unit. The "CURRENT MARKET PRICE" shall mean (i) if the Common Shares (or Warrants, as the case may be) are listed on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock Shares (or Warrants) in the principal trading market for the Common Stock Shares as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; (ii) if the Common Stock is Shares (or Warrants, as the case may be) are not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is are traded in the residual over-the-counter market, the closing bid price for the Common Stock Shares (or Warrants) on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Underwriter Warrant into Units Shares ("“Conversion Right"”) as follows: upon . Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Shares equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option Underwriter Warrant being converted by (y) the Current “Market Value Price” (as defined below). The "“Value" ” of the portion of the Purchase Option Underwriter Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Shares underlying the that portion of this Purchase Option the Underwriter Warrant being converted from (b) the Current Market Value Price of a Unit the Shares multiplied by the number of Units Shares underlying the that portion of the Purchase Option Underwriter Warrant being converted. As used in this herein, the term "Current “Market Value" per Unit Price” at any date means shall be deemed to be the remainder derived from subtracting (x) the exercise average last reported sale price of the Warrants multiplied by Shares for the number of shares of Common Stock issuable upon five trading days ending on the next to last trading day immediately preceding the exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied Conversion Right as officially reported by the number of shares of Common Stock underlying principal securities exchange on which the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) Shares are listed or admitted to trading, or, if the Common Stock is Shares are not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Shares are listed is not its principal trading market, the average last reported sale price for such five trading days as furnished by the NASD through the Nasdaq National Market or SmallCap Market, Nasdaq SmallCap Market or NASD or, if applicable, the OTC Bulletin Board (Board, or successor such as if the Bulletin Board Exchange), the last sale price Shares are not listed or admitted to trading on any of the Common Stock in the principal trading market for the Common Stock as reported by the exchangeforegoing markets, Nasdaq or the NASDsimilar organization, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded determined in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported good faith by the Pink Sheets, LLC or similar publisher resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company Company, based on the best information available to it. If the Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Shares shall determinetake on the characteristics of the Underwriter Warrants being exercised, in good faithand the holding period of the Shares being issued may be tacked on to the holding period of this Underwriter Warrant.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.13.1, the Holder shall have the right (but not the obligation) to convert pay the Exercise Price for the shares of Common Stock being purchased with this Advisor's Warrant upon exercise by the surrender to the Company of any exercisable exerciseable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the Advisor's Warrant having a "Value" (as defined below), at the close of trading on the last trading immediately preceding the exercise of this Advisor's Warrant, equal to the Exercise Price multiplied by the number of shares being purchased upon exercise (Cashless Exercise Right). The sum of (a) the number of shares being purchased upon exercise of the non-surrendered portion of this Advisor's Warrant pursuant to this Cashless Exercise Right and (b) the number of shares underlying the portion of this Advisor's Warrant being surrendered, shall not in any event be greater than the Purchase Option being converted by (y) total number of shares of Common Stock purchasable upon the Current Market Value (as defined below)complete exercise of this Advisor's Warrant if the Exercise Price were paid in cash. The "Value" of the portion of the Purchase Option Advisor's Warrant being converted surrendered shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units shares underlying the portion of this Purchase Option Advisor's Warrant being converted surrendered from (b) the Current Market Value Price of a Unit the shares multiplied by the number of Units shares underlying the portion of the Purchase Option this Advisor's Warrant being convertedsurrendered. As used herein, the term "Current Market ValuePrice" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the NASD through the Nasdaq National Market or SmallCap Market, Nasdaq SmallCap Market or or, if applicable, the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units Common Stock ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any portion of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value Price (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units shares of Common Stock underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and portion of this Purchase Option being converted. As used herein, the Common Stock issuable upon exercise of one Unit. The term "Current Market Price" of a share of Common Stock at any date shall mean (i) if be deemed to be the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the average last reported sale price of the Common Stock in for the five trading days immediately preceding such date, as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not the principal trading market for the Common Stock, the average last reported sale price of the Common Stock for the five trading days immediately preceding such date as reported furnished by the exchangeNational Association of Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or the NASDNasdaq SmallCap, as or, if applicable, the case may be; (ii) OTC Bulletin Board, or if the Common Stock is not listed on a national securities exchange or quoted admitted to trading on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD Nasdaq SmallCap or OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, 7 (b) the Holder shall have the right (but not the obligation) to convert pay the Exercise Price for the shares of Common Stock being purchased with this Convertible Note Warrant Agreement upon exercise by the surrender to the Company of any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the Convertible Note Warrant having a "Value" (as defined below), at the close of trading on the last trading immediately preceding the exercise of this Warrant, equal to the Exercise Price multiplied by the number of shares being purchased upon exercise ("Cashless Exercise Right"). The sum of (a) the number of shares being purchased upon exercise of the non-surrendered portion of this Convertible Note Warrant pursuant to this Cashless Exercise Right and (b) the number of shares underlying the portion of this Convertible Note Warrant being surrendered, shall not in any event be greater than the Purchase Option being converted by (y) total number of shares of Common Stock purchasable upon the Current Market Value (as defined below)complete exercise of this Convertible Note Warrant if the Exercise Price were paid in cash. The "Value" of the portion of the Purchase Option Convertible Note Warrant being converted surrendered shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units shares underlying the portion of this Purchase Option Convertible Note Warrant being converted surrendered from (b) the Current Market Value Price of a Unit the shares multiplied by the number of Units shares underlying the portion of the Purchase Option this Convertible Note Warrant being convertedsurrendered. As used herein, the term "Current Market ValuePrice" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the NASD through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on the Nasdaq National Market, Nasdaq Market or SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, in good faithbased on the best information available to it.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for Shares which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units Shares ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units common stock equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value Price per Share (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Shares underlying the portion of this Purchase Option being converted from (b) the Current Market Value Price of a Unit Share multiplied by the number of Units Shares underlying the portion of the Purchase Option being converted. As used herein, the term "“Current Market Value" Price” per Unit Share at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is Shares are listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), the last sale price of the Common Stock Shares in the principal trading market for the Common Stock Shares as reported by the exchange, Nasdaq or the NASD, as the case may be, on the last trading day preceding the date in question; (ii) if the Common Stock is Shares are not listed on a national securities exchange or quoted on the Nasdaq National Global Market, Nasdaq SmallCap Capital Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock Ordinary Shares and Warrants) in the manner required by Section 2.1, and subject to Section 6.1 hereof, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion the “Cashless Exercise Right"”) as follows: upon exercise of the Conversion Cashless Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares Units (or that number of Common Stock Ordinary Shares, Rights and Warrants comprising that number of Units Units) equal to the number of Units to be exercised multiplied by the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any date means means: (A) in the event that the Units, Ordinary Shares and Public Warrants are still trading, (i) if the Units are listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), the average reported last sale price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or the Financial Industry Regulatory Authority (“FINRA”), as the case may be, for the three trading days preceding the date in question; or (ii) if the Units are not listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), but is traded in the residual over-the-counter market, the average reported last sale price for Units for the three trading days preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; (B) in the event that the Units are not still trading but the Ordinary Share and Public Warrants underlying the Units are still trading, the aggregate of (i) the product of (x) the Current Market Price of the Ordinary Share and (y) the number of the Ordinary Shares underlying one Unit (which shall include the portion of an Ordinary Share the holder of a Unit would automatically receive in connection with the Right included in each such Unit) plus (ii) the product of (x) the Current Market Price of the Public Warrants and (y) the number of the Warrants included in one Unit; or (C) in the event that neither the Units nor Public Warrants are still trading, the aggregate of (i) the product of (x) the Current Market Price of the Ordinary Share and (y) the number of the Ordinary Shares underlying one Unit (which shall include the portion of an Ordinary Share the holder of a Unit would automatically receive in connection with the Right included in each such Unit) plus (ii) the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants underlying one Unit from (y) the product of (aa) the Current Market Price of the Common Stock Ordinary Shares multiplied by (bb) the number of shares of Common Stock Ordinary Shares underlying the Warrants and the Common Stock issuable upon exercise of one included in each such Unit. The "“Current Market Price" of a share of Common Stock ” shall mean (i) if the Common Stock is Ordinary Shares (or Public Warrants, as the case may be) are listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), the average reported last sale price of the Common Stock Ordinary Shares (or Public Warrants) in the principal trading market for the Common Stock Ordinary Share (or Public Warrants) as reported by the exchange, Nasdaq or the NASDFINRA, as the case may be, for the three trading days preceding the date in question; (ii) if the Common Stock is Ordinary Shares (or Public Warrants, as the case may be) are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchangeexchange), but is are traded in the residual over-the-counter market, the closing bid average reported last sale price for the Common Stock Ordinary Share (or Public Warrants) on for the last three trading day days preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Ordinary Share cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith. In the event the Public Warrants have expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying this Purchase Option.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied Warrant Price, a Registered Holder holding a Private Warrant may (but is not required) and a Registered Holder holding a Public Warrant shall (if required by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled Company pursuant to receive Common Stock and WarrantsSection 6.1) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion Warrants into shares of this Purchase Option into Units Common Stock ("the “Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder holder (without payment by the Holder holder of any of the Exercise Warrant Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" Value (as defined below) of the portion of the Purchase Option Warrants being converted exercised by (y) the Current Market Value (as defined below). The "“Value" ” of the portion of the Purchase Option Warrants being converted exercised shall equal the remainder amount derived from subtracting (a) (i) the Exercise Warrant Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit being converted from (yb) (i) the Current Market Price Value of the a share of Common Stock multiplied by (ii) the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unitthe Warrants being converted; provided that if the resulting quotient contains a fraction, such quotient will be rounded down to the nearest whole number. The "As used herein, the term “Current Market Price" of a Value” per share of Common Stock at any date shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the average last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the Warrant Agent receives the Registered Holder’s Subscription Form, as reported in the principal trading market for the Common Stock as reported by or quoted on the exchange, Nasdaq FINRA OTC Bulletin Board (or the NASDits successor entity), as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Marketprovided, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) that if the fair market value of the Common Stock cannot be so determined, the “Current Market Value” per share shall be determined pursuant to clause (i) or (ii) above, such price as by the Board of Directors of the Company shall determineCompany, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert exercise this Warrant on a cashless basis by converting any exercisable but unexercised portion of this Purchase Option Warrant into Units Shares ("“Conversion Right"”) as follows: upon . Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Shares equal to the quotient obtained by dividing dividing: (x) the "“Value" ” (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option Warrant being converted by (y) the Current “Market Value Price” (as defined below). The "“Value" ” of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting subtracting: (a) (i) the Exercise Price multiplied by (ii) the number of Units Shares underlying the that portion of this Purchase Option the Warrant being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares Shares underlying that portion of Common Stock underlying the Warrants and Warrant being converted. As used herein, the Common Stock issuable upon exercise of one Unit. The "Current term “Market Price" ” at any date shall be deemed to be the average of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last reported sale price of the Common Stock in for the three (3) trading days prior to such date, as officially reported by the principal trading market for securities exchange on which the Common Stock as reported by the exchangeis listed or admitted to trading, Nasdaq or the NASDor, as the case may be; (ii) if the Common Stock is not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the NASD through the Nasdaq National Global Select Market, Nasdaq SmallCap Global Market or Nasdaq Capital Market, or, if applicable, the NASD OTC Bulletin Board (Board, or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for if the Common Stock is not listed or admitted to trading on any of the last trading day preceding the date in question for which such quotations are reported by the Pink Sheetsforegoing markets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company using industry standard valuation methods based on the best information available to it; provided, that in the event of a merger, consolidation or sale of assets described in Section 2.3.3 below, the “Market Price” shall determinebe that amount which stockholders of the Company will receive for each share of Common Stock pursuant to such merger, in good faithconsolidation or sale of assets.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) Units in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("the “Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of this Purchase Option being converted by (y) the “Current Market Price” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below)converted. The "“Value" ” of the portion of the this Purchase Option being converted shall equal the remainder derived from subtracting (a) the product of (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the product of (i) Current Market Value Price of a Unit multiplied by (ii) the number of Units underlying the portion of the this Purchase Option being converted. As used herein, the term "The “Current Market Value" per Price” of a Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock day shall mean (i) if the Common Stock is Units are listed on a national securities exchange (including, without limitation, the NYSE Amex and the Nasdaq Stock Market) or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), the last sale average closing price of a Unit for the Common Stock thirty (30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common Stock Units as reported by the exchange, Nasdaq exchange or the NASDquotation system, as the case may be; (ii) if the Common Stock is Units are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock a Unit on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Units cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units Ordinary Shares for which this Purchase Option Warrant is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) exercised in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert on a cashless basis any exercisable but unexercised portion of this Purchase Option Warrant into Units Ordinary Shares ("Conversion “Cashless Exercise Right"”) as follows: upon exercise of the Conversion Cashless Exercise Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Ordinary Shares equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option Warrant being converted divided by (y) the “Current Market Value Value” (as defined below). The "“Value" ” of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Ordinary Shares underlying the portion of this Purchase Option Warrant being converted from (b) the Current Market Value of a Unit an Ordinary Share multiplied by the number of Units Ordinary Shares underlying the portion of the Purchase Option Warrant being converted. As used herein, the term "“Current Market Value" ” per Unit Ordinary Share at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean means: (i) if the Common Stock is Ordinary Shares are listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange)exchange, the average reported last sale price of the Common Stock Ordinary Shares in the principal trading market for the Common Stock Ordinary Shares as reported by the exchange, Nasdaq or exchange for the NASD, as three trading days preceding the case may bedate in question; (ii) if the Common Stock is Ordinary Shares are not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter marketexchange, the closing bid average reported last sale price for the Common Stock Ordinary Shares on for the last three trading day days preceding the date in question for which such quotations are reported by the Pink SheetsOTC Markets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Ordinary Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("“Conversion Right"”) as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number of shares of Common Stock and Warrants comprising that number of Units Units) equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below)) of the portion of the Purchase Unit Option being converted. The "“Value" ” of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) a)the product of (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the product of (i) the Current Market Value of a Unit multiplied by (ii) the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "“Current Market Value" ” per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean means: (i) if the Common Stock is Units are listed on a national securities exchange (including, without limitation, the NYSE Euronext and the NASDAQ Stock Market) or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Over the Counter Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), the last sale average closing price of a Unit for the Common Stock thirty (30) trading days immediately preceding the date of determination of the Current Market Price in the principal trading market for the Common Stock Units as reported by the exchange, Nasdaq exchange or the NASDquotation system, as the case may be; (ii) if the Common Stock is Units are not listed on a national securities exchange or quoted on Over the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Counter Bulletin Board (or any successor such as the Bulletin Board Exchangeelectronic inter-dealer quotation system), but is are traded in the residual over-the-counter market, the closing bid price for the Common Stock a Unit on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock Units cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.11.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant into Units Warrant Shares (the "Conversion RightCONVERSION RIGHT") as follows: upon . Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Warrant Shares equal to the quotient obtained by dividing (x) the "ValueVALUE" (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option Warrant being converted by (y) the Current Market Value "MARKET PRICE" (as defined below). The "ValueVALUE" of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Warrant Shares underlying the that portion of this Purchase Option the Warrant being converted from (b) the Current Market Value Price of a Unit the Warrant Shares multiplied by the number of Units Warrant Shares underlying the that portion of the Purchase Option Warrant being converted. As used in this herein, the term "Current Market ValueMARKET PRICE" per Unit at any date means shall be deemed to be the remainder derived from subtracting sum of (xA) the exercise average last reported sale price of the Warrants multiplied by shares for the number of shares of Common Stock issuable upon five trading days ending on the next to last trading day immediately preceding the exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied Conversion Right as officially reported by the number of principal securities exchange on which the shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) are listed or admitted to trading, or, if the Common Stock is shares are not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the shares are listed is not its principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid average last reported sale price for the Common Stock on the last such five trading day preceding the date in question for which such quotations are reported days as furnished by the Pink SheetsNASD through the Nasdaq Global Market or Nasdaq Capital Market, LLC or, if applicable, the OTC Bulletin Board, or if the shares are not listed or admitted to trading on any of the foregoing markets, or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, based on the best information available to it and (B) the intrinsic value of the Warrant using the share price determined in good faith(A).

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.11.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option Warrant into Units Warrant Shares ("the “Conversion Right"”) as follows: upon . Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units Warrant Shares equal to the quotient obtained by dividing (x) the "“Value" ” (as defined below) ), at the close of trading on the next to last trading day immediately preceding the exercise of the Conversion Right, of the portion of the Purchase Option Warrant being converted by (y) the Current “Market Value Price” (as defined below). The "“Value" ” of the portion of the Purchase Option Warrant being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units Warrant Shares underlying the that portion of this Purchase Option the Warrant being converted from (b) the Current Market Value Price of a Unit the Warrant Shares multiplied by the number of Units Warrant Shares underlying the that portion of the Purchase Option Warrant being converted. As used in this herein, the term "Current “Market Value" per Unit Price” at any date means shall be deemed to be the remainder derived from subtracting sum of (xA) the exercise average last reported sale price of the Warrants multiplied by shares for the number of shares of Common Stock issuable upon five trading days ending on the next to last trading day immediately preceding the exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied Conversion Right as officially reported by the number of principal securities exchange on which the shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) are listed or admitted to trading, or, if the Common Stock is shares are not listed or admitted to trading on a any national securities exchange or quoted if any such exchange on which the shares are listed is not its principal trading market, the average last reported sale price for such five trading days as furnished by the NASD through the Nasdaq National Market or Capital Market, Nasdaq SmallCap Market or NASD The American Stock Exchange, or if applicable, the OTC Bulletin Board (Board, or successor such as if the Bulletin Board Exchange), the last sale price shares are not listed or admitted to trading on any of the Common Stock in the principal trading market for the Common Stock as reported by the exchangeforegoing markets, Nasdaq or the NASDsimilar organization, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded determined in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported good faith by the Pink Sheets, LLC or similar publisher resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determineCompany, based on the best information available to it and (B) the intrinsic value of the Warrant using the share price determined in good faith(A).

Determination of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and (except as provided below), Warrants or Extra Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units Common Stock ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any portion of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined determined below) of the portion of the Purchase Option being converted by (y) the Current Common Market Value Price (as defined below)) on the second trading day prior to the date the Company receives this Purchase Option for conversion pursuant to Section 2.3.2 hereof. The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value product of a Unit multiplied by the number of Units underlying under the portion of the Purchase Option being convertedconverted multiplied by the remainder derived from subtracting (y) the Exercise Price from (z) the sum of the Common Market Value plus the Warrant Market Value (as defined below). As used herein, the term "Current Common Market ValuePrice" per Unit at any date means shall be deemed to be the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the average last reported sale price of the Common Stock in for the five trading days immediately preceding such date, as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not the principal trading market for the Common Stock, the average last reported sale price of the Common Stock for the five trading days immediately preceding such date as reported furnished by the exchangeNational Association of Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or the NASDNasdaq SmallCap, as or, if applicable, the case may be; (ii) OTC Bulletin Board, or if the Common Stock is not listed on a national securities exchange or quoted admitted to trading on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD Nasdaq SmallCap or OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher organization, as determined in good faith by resolution of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company Company, based on the best information available to it. As used herein, the term "Warrant Market Price" at any date shall determinebe deemed to be the average last reported sale price of the Warrants for the five trading days immediately preceding such date, in good faithas officially reported by the principal securities exchange on which the Warrants are listed or admitted to trading, or, if the Warrants are not listed or admitted to trading on any national securities exchange or if any such exchange on which the Warrants are listed is not the principal trading market for the Warrants, the average last reported sale price of the Warrants for the five trading days immediately preceding such date as furnished by the NASD through the Nasdaq National Market or the Nasdaq SmallCap, or, if applicable, the OTC Bulletin Board, or if the Warrants are not listed or admitted to trading on the Nasdaq National Market or the Nasdaq SmallCap or OTC Bulletin Board or similar organization, then the Common Market Price minus the exercise price of the Warrants.