Common use of Exercise and Duration of Warrants Clause in Contracts

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (New York City time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, (i) the VWAP (as defined below) of the Common Stock for each of the 30 consecutive Trading Days after such fees and anniversary is greater than $8.50 (subject to equitable adjustment as a result of the events set forth in Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then the Company may in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise Price, on the date that is the fifth (5th) day after written notice thereof (a “Call Notice”) is received by the Holder (the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the later of (i) the six month anniversary of the Original Issue Date and (ii) such time as the Company shall have amended its certificate or articles of incorporation to provide for at least 200,000,000 authorized shares of Common Stock, through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below provided in Section 4(b)) below, the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the onenine-year month anniversary of the Original Issue Date, : (i) the VWAP (as defined below) of the Common Stock for each of the 30 20 consecutive Trading Days after such fees and each following the one year anniversary of the Original Issue Date is greater than $8.50 3.25 (subject to equitable adjustment as a result of the events set forth in pursuant to Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and during the entire 20 Trading Day period referenced in (i) above through the expiration of the Call Date as set forth in the Company’s notice pursuant to this Section (the “Call Condition Period”), (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and (iv) the Common Stock shall at all times be listed or quoted on a Trading Market, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) day Trading Day after written notice thereof (a “Call Notice”) is received by the Holder (such fifth Trading Day shall be known as the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice must be in effect at all times during the Call Condition Period or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes Under no circumstances (even if Section 11 would require the amendment of this section means on a Call Notice) may the Company deliver more than one Call Notice in any particular Trading Day or for any particular 90 calendar day period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through date hereof to and including the Expiration Date. At 6:30 p.m. (Subject to Section 11, at 5:00 p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following after the one-year first anniversary of the Original Issue Closing Date, if the: (i) the VWAP (as defined below) of the Common Stock for each of the 30 any thirty (30) consecutive Trading Days after such fees and first anniversary of the Closing Date is greater than $8.50 5.00 (subject as may be adjusted pursuant to equitable adjustment as a result of the events set forth in Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all then available Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied fully honored in all material respects accordance with its obligations under the terms of this Warrant and all Exercise Notices delivered prior to 5:00 p.m. (New York time) on the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading MarketCall Date (as defined below), then the Company may in its sole discretionmay, elect subject to Section 11, require the cash exercise pursuant to Section 10(a) hereof of all (all, but not less than all) , of the then unexercised portion of this Warrant at the for which Exercise Price, Notices have not been delivered by 5:00 p.m. on the date that is Call Date. To exercise this right, the fifth (5th) day after Company must deliver to the Holder an irrevocable written notice thereof (a “"Call Notice”"), indicating therein that this Warrant shall be exercised. If the conditions for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date, then, subject to Section 11, this Warrant shall be deemed to have been exercised in full on a cash basis pursuant to Section 10(a) hereof at 5:00 p.m. (New York time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date, the “"Call Date”"). The Holder shall deliver payment in immediately available funds of the Exercise Price for the number of Warrant Shares for which this Warrant is required to be exercised under this subsection promptly but in any event no later than ten business days following the Call Date. The Company covenants and agrees that it will honor all Forms of Election to Purchase with respect to Warrant Shares that are tendered from the time of delivery of the Call Notice through 5:00 p.m. (New York time) at the address last shown on the records Call Date. "VWAP" means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of the Company Common Stock on such date or for the Holder such period as reported by Bloomberg L.P., or given by the Holder to the Company for the purpose of noticeany successor performing similar functions. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection 11. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through date hereof to and including the Expiration Date. At 6:30 p.m. (New York City time) 11:59 p.m., Eastern Time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject If on any date after the effectiveness of the initial Registration Statement (as defined below), the closing price of the Common Stock, as quoted on the OTC, any stock exchange, market or trading facility on which the Common Stock is then listed, for 20 consecutive trading days equals at least $3.50 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock), the Company shall have the right, at its option and upon 30 days written notice to the provisions of Holder, to terminate this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, Warrant; provided that (i) the VWAP (as defined belowHolder shall have the right to exercise this Warrant pursuant to Section 3(a) at any time prior to the termination of the Common Stock for each of the 30 consecutive Trading Days after such fees 30-day notice period, and anniversary is greater than $8.50 (subject to equitable adjustment as a result of the events set forth in Section 9), (ii) the Registration Statement shall be effective at all times during such 30-day notice period, except if Holder may sell all Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions covered hereby pursuant to Rule 144(k) promulgated under of the Securities Act. Upon such termination, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied no further rights hereunder. (c) At any time after March 14, 2006 that a Registration Statement (as defined in all material respects with the Registration Rights Agreement) covering the resale of the Warrant Shares is not effective or is suspended, or that the related Prospectus (as defined in the Registration Rights Agreement) is outdated, defective or requires a supplement or amendment for any reason, including upon the occurrence of any event contemplated by Section 6(e) of the Registration Rights Agreement, the Holder may, at its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then the Company may in its sole discretionoption during such time, elect to require pay some or all of the Exercise Price payable upon an exercise of all (but not less than all) of the then unexercised this Warrant by canceling a portion of this Warrant at exercisable for such number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Section 3(d) below (the "Exercise Date") over the Exercise Price, on the date that is the fifth (5th) day after written notice thereof (a “Call Notice”) is received by Price per share. If the Holder (the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder wishes to exercise this Warrant in full in pursuant to this method of payment with respect to the event maximum number of a delivery of a Call NoticeWarrant Shares purchasable pursuant to this method, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (New York City timex) on the Call Date. “VWAP” for purposes total number of this section means on any particular Trading Day or for any particular periodWarrant Shares by (y) a fraction, the volume weighted average trading price numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. (d) For purposes of this Warrant, "Fair Market Value" shall mean, on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.day:

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through date hereof to and including the Expiration Date; provided, that if (i) the average of the Closing Prices for any consecutive 30 Trading Days period is at least $1.00, (ii) the average daily trading volume of the Common Stock during such 30-Trading Day period is at least 100,000 shares, and (iii) a Registration Statement covering the resale of the Warrant Shares is at such time effective (the first date upon which the conditions set forth in (i), (ii) and (iii) are satisfied, being referred to as the "EARLY EXPIRATION TRIGGERING EVENT"), then the Warrant shall be canceled and shall be of no further force and effect (to the extent not previously exercised) as of the 45th day following the Early Expiration Triggering Event; provided, that, and only if, the Company gives written notice to the Holder of same within five days following the Early Expiration Triggering Event it being understood that such notice and 45-day period is intended to give the Holder a reasonable opportunity to exercise this Warrant prior to such cancellation. At 6:30 p.m. As used herein, the term "CLOSING PRICE" means, for any date, the price determined by the first of the following clauses that applies: (A) if the Common Stock is then listed or quoted on New York City timeStock Exchange, the American Stock Exchange, the Nasdaq National Market, the Nasdaq Small Cap Market or the OTC Bulletin Board or any successor to any of the foregoing, the closing price per share of the Common Stock for such date (or the nearest preceding date) on the Expiration Date, primary market or exchange on which the portion Common Stock is then listed or quoted; (B) if prices for the Common Stock are then reported in the "Pink Sheets" published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(breporting prices), the most recent closing bid price per share of the Common Stock so reported; or (C) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Investors and the Company. The Company may not call or redeem all or any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, (i) the VWAP (as defined below) of the Common Stock for each of the 30 consecutive Trading Days after such fees and anniversary is greater than $8.50 (subject to equitable adjustment as a result of the events set forth in Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then the Company may in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise Price, on the date that is the fifth (5th) day after written notice thereof (a “Call Notice”) is received by the Holder (the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be vest and become exercisable by as to [●] Warrant Shares on [●], 2016, as to [●] Warrant Shares on [●], 2017, as to [●] Warrant Shares on [●], 2018, as to [●] Warrant Shares on [●], 2019 and as to [●] Warrant Shares on [●], 2020 (each, a “Vesting Date” and each such Vesting Date becoming the registered “Initial Exercise Date” for such Warrant Shares vesting on such date) provided that the Holder has continued to provide services under the Consulting Agreement. Once the Warrant Shares have vested pursuant to this Section 6(a), the Holder may exercise this Warrant with respect to such vested Warrant Shares at any time and from time to time on or after the six month anniversary Initial Exercise Date for such vested Warrant Shares up until the date and time that is earlier of the Original Issue Date following termination dates and through and including the Expiration Date. At 6:30 times: (a) at 5:30 p.m. (New York City timeU.S. Pacific Standard Time) on the Expiration fifth year anniversary of such Initial Exercise Date (each such five-year anniversary termination date hereinafter a “Regular Termination Date”), or (b) at 5:30 p.m. (U.S. Pacific Standard Time) on the last day of the “Call Period” (as such term is defined in Section 17 herein) for any vested but unexercised Warrant Shares that have been called for exercise by the Company under the Call Rights provisions set forth in Section 17 herein. In the event the Consulting Agreement is terminated prior to any Vesting Date, the portion of this Warrant not exercised shall remain exercisable in accordance with its terms as to the Warrant Shares as to which it vested prior thereto to termination and this Warrant shall terminate and be and become void and of no valuefurther force or effect with respect to the remainder. Except as This Warrant shall also be subject to the Call Rights provisions set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder17 below. (b) Subject The Holder may exercise this Warrant by delivering to the provisions of this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, Company (i) an exercise notice, in the VWAP form attached as Schedule 1 hereto (as defined below) of the Common Stock for each of the 30 consecutive Trading Days after such fees “Exercise Notice”), appropriately completed and anniversary is greater than $8.50 (subject to equitable adjustment as a result of the events set forth in Section 9)duly signed, (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then the Company may in its sole discretion, elect to require the exercise of all (but not less than all) payment of the then unexercised portion of this Warrant at the Exercise Price, on the date that is the fifth (5th) day after written notice thereof (a “Call Notice”) is received by the Holder (the “Call Date”) at the address last shown on the records of the Company Price for the Holder or given by the Holder to the Company for the purpose of notice. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restrictedas to which this Warrant is being, and the date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. The Company covenants Execution and agrees that it will honor all delivery of the Exercise Notices tendered through 6:30 p.m. (Notice shall have the same effect as cancellation of the original Warrant and issuance of a New York City time) on Warrant evidencing the Call Date. “VWAP” for purposes right to purchase the remaining number of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functionsWarrant Shares.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or from and after the six 6 month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below provided in Section 4(b)) below, the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, : (i) the VWAP (as defined below) of the Common Stock for each of any 20 Trading Day period, following the 30 consecutive Trading Days after such fees and one-year anniversary is equal to or greater than $8.50 16.00 (subject to equitable adjustment as a result of the events set forth in pursuant to Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, during the entire 20 Trading Day period referenced in (i) above through the expiration of the Call Date as set forth in the Company's notice pursuant to this Section (the "CALL CONDITION PERIOD"), and (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of up to all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) day Business Day after written notice thereof (a “Call Notice”"CALL NOTICE") is received by the Holder (such fifth Business Day shall be known as the “Call Date”"CALL DATE") at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; PROVIDED, that the conditions to giving such notice must be in effect at all times during the Call Condition Period (other than as to clause (i) above which only needs to be satisfied up to the time of the delivery of the Call Notice) or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes Under no circumstances (even if Section 11 would require the amendment of a Call Notice) may the Company deliver more than one Call Notice in any 90 calendar day period. Subject to the provisions of this section means on any particular Trading Day or Section 4(b), Warrant Shares subject to a valid Call Notice for any particular period, which Exercise Notices are not received by the volume weighted average trading price per share expiration of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functionsthe Call Date shall from and after the Call Date become null and void and not subject to future exercise.

Exercise and Duration of Warrants. (a) This All or any part of this Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the The Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-one year anniversary of the Original Issue Date, (i) the VWAP (as defined below) closing price of the Common Stock for each of the 30 10 consecutive Trading Days (each occurring after such fees and the one year anniversary of the Original Issue Date) immediately prior to delivery of a Call Notice (as defined below) is greater than $8.50 4.50 (subject to equitable adjustment as a result of stock splits, reverse stock splits or other adjustments to capitalization occurring after the events set forth in Section 9Original Issue Date), (ii) the average daily trading volume of the Common Stock during the entire 10 Trading Day period referenced in (i) above as reported by Bloomberg L.P. (the "Call Condition Period") shall be at least 20,000 shares (subject to equitable adjustment as a result of intervening stock splits and reverse stock splits), (iii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities ActAct during the entire Call Condition Period, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iiiiv) the Company shall have complied in all material respects with its obligations under this Warrant Warrant, and the Transaction Documents Securities Purchase Agreement to which this Warrant is an Exhibit and the related Registration Rights Agreement, and (v) the Common Stock shall at all times be listed or quoted on a Trading MarketMarket during the Call Condition Period, then the Company may Company, in its sole discretion, may elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) calendar day after written notice thereof (a “"Call Notice”") is received by the Holder (Holder; provided, that the “conditions to giving such notice must be in effect at all times during the Call Date”) at the address last shown on the records of the Company for the Holder Condition Period or given by the Holder to the Company for the purpose of noticeany such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City 3:30 p.m.(Los Angeles time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through date hereof to and including the Expiration Date; provided, that if (i) the average of the Closing Prices for any consecutive 30 Trading Days period is at least $1.00, (ii) the average daily trading volume of the Common Stock during such 30-Trading Day period is at least 100,000 shares, and (iii) a Registration Statement covering the resale of the Warrant Shares is at such time effective (the first date upon which the conditions set forth in (i), (ii) and (iii) are satisfied, being referred to as the “Early Expiration Triggering Event”), then the Warrant shall be canceled and shall be of no further force and effect (to the extent not previously exercised) as of the 45th day following the Early Expiration Triggering Event; provided, that, and only if, the Company gives written notice to the Holder of same within five days following the Early Expiration Triggering Event it being understood that such notice and 45-day period is intended to give the Holder a reasonable opportunity to exercise this Warrant prior to such cancellation. At 6:30 p.m. As used herein, the term “Closing Price” means, for any date, the price determined by the first of the following clauses that applies: (A) if the Common Stock is then listed or quoted on New York City timeStock Exchange, the American Stock Exchange, the NASDAQ National Market, the NASDAQ Small Cap Market or the OTC Bulletin Board or any successor to any of the foregoing, the closing price per share of the Common Stock for such date (or the nearest preceding date) on the Expiration Date, primary market or exchange on which the portion Common Stock is then listed or quoted; (B) if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(breporting prices), the most recent closing bid price per share of the Common Stock so reported; or (C) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Investors and the Company. The Company may not call or redeem all or any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, (i) the VWAP (as defined below) of the Common Stock for each of the 30 consecutive Trading Days after such fees and anniversary is greater than $8.50 (subject to equitable adjustment as a result of the events set forth in Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then the Company may in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise Price, on the date that is the fifth (5th) day after written notice thereof (a “Call Notice”) is received by the Holder (the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following after the one-year first anniversary of the Original Issue Closing Date, if the: (i) the VWAP (as defined below) closing price of the Common Stock for each of the 30 10 consecutive Trading Days after such fees and first anniversary is equal to or greater than $8.50 (subject to equitable adjustment as a result 125% of the events set forth in Exercise Price on the Original Issue Date (as may be adjusted pursuant to Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all then available Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied in honored all material respects with its obligations under this Warrant and Exercise Notices delivered prior to 1:00 p.m. (New York City time) on the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading MarketCall Date (as defined below), then the Company may in its sole discretionmay, elect subject to Section 11, require the cash exercise pursuant to Section 10(a) hereof of all all, but (but subject to Section 11) not less than all) , of the then unexercised portion of this Warrant at the for which Exercise Price, Notices have not been delivered by 5:00 p.m. on the date that is Call Date. To exercise this right, the fifth (5th) day after Company must deliver to the Holder an irrevocable written notice thereof (a “"CALL NOTICE"), indicating therein that this Warrant shall be exercised. If the conditions for such Call Notice”are satisfied from the period from the date of the Call Notice through and including the Call Date, then, subject to Section 11, this Warrant shall be deemed to have been exercised in full on a cash basis pursuant to Section 10(a) hereof at 6:30 p.m. (New York City time) on the 30th Trading Day after the date the Call Notice is received by the Holder (such date, the “"CALL DATE"). The Holder shall deliver payment in immediately available funds of the Exercise Price for the number of Warrant Shares for which this Warrant is required to be exercised under this subsection promptly but in any event no later than the Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder . Subject to the Company for immediately following sentence, any unexercised portion of this Warrant following the purpose of noticeCall Date shall automatically be deemed cancelled. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection 11. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of date the Original Issue Date, Registration Statement is declared effective: (i) the VWAP (as defined below) of the Common Stock for each of the 30 15 consecutive Trading Days after such fees and anniversary Days, each following the date the Registration Statement is declared effective, is greater than $8.50 3.20 (subject to equitable adjustment as a result of the events set forth in pursuant to Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common StockHolder, and (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and (iv) the Common Stock shall at all times be listed or quoted on a Trading Market, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) thirtieth calendar day after written notice thereof (a “Call Notice”) is received by the Holder (such thirtieth calendar day shall be known as the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice in Sections 4(b)(ii)-(iv) must be in effect at all times during the entire 15 Trading Day period referenced in (i) above through the expiration of the Call Date as set forth in the Company’s notice pursuant to this Section (the “Call Condition Period”), or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” This Warrant shall be cancelled as to any Warrant Shares for purposes of this section means which an Exercise Notice has not been tendered by 6:30 p.m. (New York City time) on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functionsCall Date.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through date hereof to and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value, provided, that if (i) the closing sales price of the Common Stock on the Expiration Date is greater than 102% of the Exercise Price on such date and (ii) the Company shall not have provided a written notice to the Holder regarding the upcoming expiration of this Warrant not more than 30 nor less than 5 days prior to the Expiration Date, then this Warrant shall be deemed to have been exercised in full (to the extent not previously exercised) at 6:30 P.M. New York City time on the Expiration Date. Except as set forth below specified in Section 4(b), the Company may not call or redeem all or any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-one year anniversary of the Original Issue Date, : (i) the VWAP (as defined below) of the Common Stock for each of the 30 20 consecutive Trading Days after such fees and following the one year anniversary of the Original Issue Date is greater than $8.50 200% of the Exercise Price, (ii) the daily volume of the Common Stock traded for each of the 20 Trading Period referenced in clause (i) above shall be at least 100,000 shares (subject to equitable adjustment as a result in the event of the events set forth in Section 9stock splits and reverse splits), (iiiii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, during the entire 20 Trading Day period referenced in clause (i) above through the expiration of the Call Date as set forth in the Company's notice pursuant to this Section (the "Call Condition Period"), and (iiiiv) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) 30th day after written notice thereof (a “"Call Notice”") is received by the Holder (the “"Call Date”") at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice must be in effect at all times during the Call Condition Period or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Automatic Conversion Date and through and including the Expiration Date. At 6:30 p.m. p.m., (New York City time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b)subsection (b) below, the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of the Original Issue Automatic Conversion Date, (i) the VWAP (as defined below) closing price of the Common Stock for each of the 30 20 consecutive Trading Days (each occurring after such fees and anniversary the Automatic Conversion Date) immediately prior to delivery of a Call Notice (as defined below) is greater than $8.50 1.65 (subject to equitable adjustment as a result of the events set forth in Section 9intervening stock splits and reverse stock splits), (ii) the average daily trading volume of the Common Stock during the entire 20 Trading Day period referenced in (i) above through the expiration of the Call Date (as defined below) as reported by Bloomberg L.P. (the "CALL CONDITION PERIOD") shall be at least 100,000 shares (subject to equitable adjustment as a result of intervening stock splits and reverse stock splits), (iii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, during the entire Call Condition Period, and (iiiiv) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading MarketMarket during the Call Condition Period, then the Company may in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) calendar day after written notice thereof (a “Call Notice”"CALL NOTICE") is received by the Holder (the “Call Date”"CALL DATE") at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice must be in effect at all times during the Call Condition Period or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below provided in Section 4(b)) below, the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary effective date of a registration statement registering for resale the Original Issue Warrant Shares (the “Effective Date, ”): (i) the VWAP (as defined below) of the Common Stock for each of the 30 10 consecutive Trading Days after such fees and anniversary following the Effective Date is greater than $8.50 2.90 (subject to equitable adjustment as a result of the events set forth in pursuant to Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and during the entire 10 Trading Day period referenced in (i) above through the expiration of the Call Date as set forth in the Company’s notice pursuant to this Section (the “Call Condition Period”), (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and (iv) the Common Stock shall at all times be listed or quoted on a Trading Market, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) day Trading Day after written notice thereof (a “Call Notice”) is received by the Holder (such fifth Trading Day shall be known as the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or from and after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (New York City time) p.m., California time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b)subsection (b) hereof, the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following after this Warrant may be exercised, the one-year anniversary Company may deliver (via certified United States mail with a return receipt requested) a written notice (such notice, a "COMPANY EXERCISE NOTICE") to the Holder within five days after any day (such day, the "Test Date") on which the conditions in (i), (ii) and (iii) below shall be satisfied, requiring the Holder to exercise at the Exercise Price all (but not less than all) of the Original Issue Datethis Warrant, provided that: (i) the VWAP (as defined below) of the Common Stock for each of the 30 20 consecutive Trading Days after such fees and anniversary prior to the Test Date is greater than $8.50 the price per share derived by multiplying the Exercise Price by the number 1.667 (subject to equitable adjustment as a result of the events set forth in Section 9), on each date during the entire period referred to in this clause (i), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common StockEquity Conditions Are Satisfied, and (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and average daily trading volume of the Common Stock during the entire period referred to in this clause (i) shall be at all times be listed or quoted on least 450,000 shares (subject to equitable adjustment as a Trading Marketresult of intervening stock splits and reverse stock splits). Subject to the terms and conditions of this Section 4(b), then the Company may in shall exercise its sole discretion, elect right to require cause the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the pursuant to a Company Exercise Price, Notice on the 10th Trading Day immediately succeeding the date that is the fifth (5th) day after written notice thereof (a “Call Notice”) is received by the Holder (the “Call Date”) at the address last shown on the records of the Company for Exercise Notice (the Holder or given by the Holder to the Company for the purpose of notice"COMPANY EXERCISE DATE"). The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding Notwithstanding anything to the contrary set forth in the Call Noticethis Warrant, the Call Notice Holder shall be deemed automatically amended have the right to apply only to nullify such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Exercise Notice if Section 11 would restrict its exercise any of the Warrant, specifying therein conditions set forth in this Section 4(b) shall not have been met on each date during the number of Warrant Shares so restrictedentire period referred to in clause (i) above. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.will

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (New York City time) 5:30 p.m., Minneapolis time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following after the one-year second anniversary of the Original Issue Closing Date, if the: (i) the VWAP (as defined below) average closing price of the Common Stock for each of the any 30 consecutive Trading Days after such fees and second anniversary is equal to or greater than $8.50 10.00 (subject as may be adjusted pursuant to equitable adjustment as a result of the events set forth in Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all then available Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied fully honored in all material respects accordance with its obligations under the terms of this Warrant and all Exercise Notices delivered prior to 5:30 p.m. (Minneapolis time) on the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading MarketCall Date (as defined below), then the Company may in its sole discretionrequire cash exercise pursuant to Section 10(a) hereof of all, elect to require the exercise of all (but not less than all) , of the then unexercised portion of this Warrant at the for which Exercise Price, Notices have not been delivered by 5:30 p.m. (Minneapolis time) on the date that is Call Date. To exercise this right, the fifth (5th) day after Company must deliver to the Holder an irrevocable written notice thereof (a “Call Notice”), indicating therein that this Warrant shall be exercised. If the conditions for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date, then this Warrant shall be deemed to have been exercised in full on a cash basis pursuant to Section 10(a) hereof at 5:30 p.m. (Minneapolis time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date, the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect). The Holder will promptly (and, shall deliver payment in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise immediately available funds of the Warrant, specifying therein Exercise Price for the number of Warrant Shares so restrictedfor which this Warrant is required to be exercised under this subsection promptly but in any event no later than the Call Date. The Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Shares that are tendered from the time of delivery of the Call Notice through 6:30 5:30 p.m. (New York City Minneapolis time) on the Call Date. “VWAP” for purposes Subject to the immediately following sentence, any unexercised portion of this section means on any particular Trading Day or for any particular period, Warrant following the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functionsCall Date shall automatically be deemed cancelled.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and date hereof through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below provided in Section 4(b)) below, the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, time: (i) the VWAP (as defined below) of the Common Stock for each of the 30 consecutive Trading Days after such fees and anniversary each is greater than $8.50 2.50 (subject to equitable adjustment as a result of the events set forth in pursuant to Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, during the entire 30 Trading Day period referenced in (i) above through the expiration of the Call Date as determined by counsel to set forth in the Company Company’s notice pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to this Section (the Holder and the transfer agent for the Common Stock“Call Condition Period”), and (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and (iv) the Common Stock shall at all times be listed or quoted on a Trading Market, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) day Trading Day after written notice thereof (a “Call Notice”) is received by the Holder (such fifth Trading Day shall be known as the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice must be in effect at all times during the Call Condition Period or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (New York City time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the onetwo-year anniversary of the Original Issue Date, (i) the VWAP (as defined below) closing price of the Common Stock for each of the 30 consecutive Trading Days after such fees and anniversary immediately prior to delivery of a Call Notice is greater than $8.50 9.00 (subject to equitable adjustment as a result of the events set forth in Section 9), (ii) the average daily trading volume of the Common Stock during the entire 30 Trading Day period referenced in clause (i) above through the expiration of the Call Date (as defined below) as set forth in the Company’s notice pursuant to this Section (the “Call Condition Period”) shall be at least 5,000 shares (subject to equitable adjustment as a result of intervening stock splits and reverse stock splits), (iii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, during the entire Call Condition Period, and (iiiiv) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading MarketMarket during the entire Call Condition Period, then the Company may in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise Price, on the date that is the fifth (5th) day after written notice thereof (a “Call Notice”) is received by the Holder (the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice must be in effect at all times during the Call Condition Period or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through date hereof to and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value, provided, that if (i) the closing sales price of the Common Stock on the Expiration Date is greater than 102% of the Exercise Price on such date and (ii) the Company shall not have provided a written notice to the Holder regarding the upcoming expiration of this Warrant not more than 30 nor less than 5 days prior to the Expiration Date, then this Warrant shall be deemed to have been exercised in full (to the extent not previously exercised) on a "cashless exercise" basis at 6:30 P.M. New York City time on the Expiration Date. Except as set forth below specified in Section 4(b), the Company may not call or redeem all or any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-one year anniversary of the Original Issue Date, : (i) the VWAP (as defined below) of the Common Stock for each of the 30 20 consecutive Trading Days after such fees and following the one year anniversary of the Original Issue Date is greater than $8.50 200% of the Exercise Price, (ii) the daily volume of the Common Stock traded for each of the 20 Trading Period referenced in clause (i) above shall be at least 100,000 shares (subject to equitable adjustment as a result in the event of the events set forth in Section 9stock splits and reverse splits), (iiiii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, during the entire 20 Trading Day period referenced in clause (i) above through the expiration of the Call Date as set forth in the Company's notice pursuant to this Section (the "Call Condition Period"), and (iiiiv) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) 30th day after written notice thereof (a “"Call Notice”") is received by the Holder (the “"Call Date”") at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice must be in effect at all times during the Call Condition Period or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following after the one-year first anniversary of the Original Issue Closing Date, if the: (i) the VWAP (as defined below) closing price of the Common Stock for each of the 30 10 consecutive Trading Days after such fees and first anniversary is equal to or greater than $8.50 (subject to equitable adjustment as a result 125% of the events set forth in Exercise Price on the Original Issue Date (as may be adjusted pursuant to Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all then available Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied in honored all material respects with its obligations under this Warrant and Exercise Notices delivered prior to 1:00 p.m. (New York City time) on the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading MarketCall Date (as defined below), then the Company may in its sole discretionmay, elect subject to Section 11, require the cash exercise pursuant to Section 10(a) hereof of all all, but (but subject to Section 11) not less than all) , of the then unexercised portion of this Warrant at the for which Exercise Price, Notices have not been delivered by 5:00 p.m. on the date that is Call Date. To exercise this right, the fifth (5th) day after Company must deliver to the Holder an irrevocable written notice thereof (a “"Call Notice”"), indicating therein that this Warrant shall be exercised. If the conditions for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date, then, subject to Section 11, this Warrant shall be deemed to have been exercised in full on a cashless or "net" exercise basis pursuant to Section 10(b) hereof at 6:30 p.m. (New York City time) on the 30th Trading Day after the date the Call Notice is received by the Holder (such date, the “"Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder "). Subject to the Company for immediately following sentence, any unexercised portion of this Warrant following the purpose of noticeCall Date shall automatically be deemed cancelled. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection 11. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time commencing on or the 181st day after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (New York City time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, (i) the VWAP (as defined below) average of the closing prices of the Common Stock for each of the 30 consecutive Trading Days after such fees and anniversary immediately prior to delivery of a Call Notice is greater than $8.50 4.00 (subject to equitable adjustment as a result of the events set forth in Section 9), (ii) the average daily trading volume of the Common Stock during the entire 30 Trading Day period referenced in clause (i) above through the expiration of the Call Date (as defined below) as set forth in the Company’s notice pursuant to this Section (the “Call Condition Period”) shall be at least 5,000 shares (subject to equitable adjustment as a result of intervening stock splits and reverse stock splits), (iii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and during the entire Call Condition Period, (iiiiv) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents during the entire Call Condition Period and (v) the Common Stock shall at all times be listed or quoted on a Trading MarketMarket during the entire Call Condition Period, then the Company may in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise Price, on the date that is the fifth (5th) day after written notice thereof (a “Call Notice”) is received by the Holder (the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice must be in effect at all times during the Call Condition Period or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of date the Original Issue Date, Registration Statement is declared effective: (i) the VWAP (as defined below) of the Common Stock for each of the 30 10 consecutive Trading Days after such fees and anniversary Days, each following the date the Registration Statement is declared effective, is greater than $8.50 22.50 (subject to equitable adjustment as a result of the events set forth in pursuant to Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common StockHolder, and (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and (iv) the Common Stock shall at all times be listed or quoted on a Trading Market, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of all (but not less than all) or a portion of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) 30th calendar day after written notice thereof (a “Call Notice”) is received by the Holder (such 30th calendar day shall be known as the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice in Sections 4(b)(ii)-(iv) must be in effect at all times during the entire 10 Trading Day period referenced in (i) above through the expiration of the Call Date as set forth in the Company’s notice pursuant to this Section (the “Call Condition Period”), or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” This Warrant shall be cancelled as to any Warrant Shares for purposes of this section means which an Exercise Notice has not been tendered by 6:30 p.m. (New York City time) on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functionsCall Date.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below provided in Section 4(b)) below, the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the oneforty-year anniversary of fifth Trading Day following the Original Issue Effective Date, : (i) the VWAP (as defined below) of the Common Stock for on each Trading Day during any 15 consecutive Trading Day period, each following such forty five Trading Day period, is equal to or greater than 160% of the 30 consecutive Trading Days after such fees and anniversary is greater than $8.50 Exercise Price (subject to equitable adjustment as a result of the events set forth in pursuant to Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and during the entire 15 Trading Day period referenced in (i) above through the expiration of the Call Date as set forth in the Company’s notice pursuant to this Section (the “Call Condition Period”), (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of up to all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) day third Trading Day after written notice thereof (a “Call Notice”) is received by the Holder (such third Trading Day shall be known as the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice must be in effect at all times during the Call Condition Period (other than as to clause (i) above which only needs to be satisfied up to the time of the delivery of the Call Notice) or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or from and after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below provided in Section 4(b)) below, the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following the one-year six month anniversary of the Original Issue Date: (i) the VWAP of the Common Stock on each Trading Day during any 20 consecutive Trading Day period, each following such six month anniversary of the Original Issue Date, (i) the VWAP (as defined below) is equal to or greater than 200% of the Common Stock for each of the 30 consecutive Trading Days after such fees and anniversary is greater than $8.50 Exercise Price (subject to equitable adjustment as a result of the events set forth in pursuant to Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and during the entire 20 Trading Day period referenced in (i) above through the expiration of the Call Date as set forth in the Company’s notice pursuant to this Section (the “Call Condition Period”), (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of up to all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) day Trading Day after written notice thereof (a “Call Notice”) is received by the Holder (such fifth Trading Day shall be known as the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice; provided, that the conditions to giving such notice must be in effect at all times during the Call Condition Period (other than as to clause (i) above which only needs to be satisfied up to the time of the delivery of the Call Notice) or any such Call Notice shall be null and void. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes Under no circumstances (even if Section 11 would require the amendment of this section means on a Call Notice) may the Company deliver more than one Call Notice in any particular Trading Day or for any particular 90 calendar day period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject to the provisions of this Section 4(b), if at any time following after the one-year second anniversary of the Original Issue Initial Closing Date, if the: (i) the VWAP (as defined below) closing price of the Common Stock for each of the 30 consecutive Trading Days after such fees and second anniversary is equal to or greater than $8.50 10.00 (subject as may be adjusted pursuant to equitable adjustment as a result of the events set forth in Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all then available Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied fully honored in all material respects accordance with its obligations under the terms of this Warrant and all Exercise Notices delivered prior to 9:00 p.m. (New York City time) on the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading MarketCall Date (as defined below), then the Company may in its sole discretionmay, elect subject to Section 11, require the cash exercise pursuant to Section 10(a) hereof of all all, but (but subject to Section 11) not less than all) , of the then unexercised portion of this Warrant at the for which Exercise Price, Notices have not been delivered by 6:30 p.m. on the date that is Call Date. To exercise this right, the fifth (5th) day after Company must deliver to the Holder an irrevocable written notice thereof (a “"Call Notice”"), indicating therein that this Warrant shall be exercised. If the conditions for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date, then, subject to Section 11, this Warrant shall be deemed to have been exercised in full on a cash basis pursuant to Section 10(a) hereof at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date, the “"Call Date”"). The Holder shall deliver payment in immediately available funds of the Exercise Price for the number of Warrant Shares for which this Warrant is required to be exercised under this subsection promptly but in any event no later than the Call Date. The Company covenants and agrees that it will honor all Exercise Notices with respect to Warrant Shares that are tendered from the time of delivery of the Call Notice through 6:30 p.m. (New York City time) at the address last shown on the records of the Company for the Holder or given by the Holder Call Date. Subject to the Company for immediately following sentence, any unexercised portion of this Warrant following the purpose of noticeCall Date shall automatically be deemed cancelled. The Company and the Holder agree that, if and to the extent Section 11 11(b) of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effectSection 11(b). The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 11(b) would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the six month anniversary of the Original Issue Date and through date hereof to and including the Expiration Date. At 6:30 p.m. (New York City time) 11:59 p.m., Eastern Time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder. (b) Subject If on any date after the effectiveness of the initial Registration Statement (as defined below), the closing price of the Common Stock, as quoted on the OTC, any stock exchange, market or trading facility on which the Common Stock is then listed, for 20 consecutive trading days equals at least $3.00 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock), the Company shall have the right, at its option and upon 30 days written notice to the provisions of Holder, to terminate this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, Warrant; provided that (i) the VWAP (as defined belowHolder shall have the right to exercise this Warrant pursuant to Section 3(a) at any time prior to the termination of the Common Stock for each of the 30 consecutive Trading Days after such fees 30-day notice period, and anniversary is greater than $8.50 (subject to equitable adjustment as a result of the events set forth in Section 9), (ii) the Registration Statement shall be effective at all times during such 30-day notice period, except if Holder may sell all Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions covered hereby pursuant to Rule 144(k) promulgated under of the Securities Act. Upon such termination, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and (iii) the Company shall have complied no further rights hereunder. (c) At any time after August __, 2007 that a Registration Statement (as defined in all material respects with the Registration Rights Agreement) covering the resale of the Warrant Shares is not effective or is suspended, or that the related Prospectus (as defined in the Registration Rights Agreement) is outdated, defective or requires a supplement or amendment for any reason, including upon the occurrence of any event contemplated by Section 6(e) of the Registration Rights Agreement, the Holder may, at its obligations under this Warrant and the Transaction Documents and the Common Stock shall at all times be listed or quoted on a Trading Market, then the Company may in its sole discretionoption during such time, elect to require pay some or all of the Exercise Price payable upon an exercise of all (but not less than all) of the then unexercised this Warrant by canceling a portion of this Warrant at exercisable for such number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Section 3(d) below (the "Exercise Date") over the Exercise Price, on the date that is the fifth (5th) day after written notice thereof (a “Call Notice”) is received by Price per share. If the Holder (the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder wishes to exercise this Warrant in full in pursuant to this method of payment with respect to the event maximum number of a delivery of a Call NoticeWarrant Shares purchasable pursuant to this method, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 p.m. purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (New York City timex) on the Call Date. “VWAP” for purposes total number of this section means on any particular Trading Day or for any particular periodWarrant Shares by (y) a fraction, the volume weighted average trading price numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. (d) For purposes of this Warrant, "Fair Market Value" shall mean, on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functions.day:

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or from and after the six month anniversary of the Original Issue Authorized Increase Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the The Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holderexcept in accordance with Section 4(b). (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, : (i) the VWAP (as defined below) closing price of the Common Stock for each of the 30 20 consecutive Trading Days after such fees and anniversary each following the Authorized Increase Date is greater than $8.50 200% of the Per Unit Purchase Price (subject to equitable adjustment as a result of the events set forth in accordance with Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and during the entire 20 Trading Day period referenced in (i) above, (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and average daily trading volume of the Common Stock shall at all times be listed is equal to or quoted on a greater than 20,000 shares during the such 20 Trading MarketDay period, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) thirtieth day after written notice thereof (a “Call Notice”) is received by the Holder (such thirtieth day shall be known as the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 5:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means Warrants which are not exercised shall expire at 5:31pm (New York City time) on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functionsCall Date.

Exercise and Duration of Warrants. (a) This Warrant shall be exercisable by the registered Holder at any time and from time to time on or from and after the six month anniversary of the Original Issue Authorized Increase Date and through and including the Expiration Date. At 6:30 p.m. (p.m., New York City time) time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Except as set forth below in Section 4(b), the The Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holderexcept in accordance with Section 4(b). (b) Subject to the provisions of this Section 4(b), if at any time following the one-year anniversary of the Original Issue Date, : (i) the VWAP (as defined below) closing price of the Common Stock for each of the 30 20 consecutive Trading Days after such fees and anniversary each following the Authorized Increase Date is greater than $8.50 200% of the Per Unit Purchase Price (subject to equitable adjustment as a result of the events set forth in accordance with Section 9), (ii) the Warrant Shares are either registered for resale pursuant to an effective registration statement naming the Holder as a selling stockholder thereunder (and the prospectus thereunder is available for use by the Holder as to all Warrant Shares) or freely transferable without volume restrictions pursuant to Rule 144(k) 144 promulgated under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter addressed and in form and substance reasonably acceptable to the Holder and the transfer agent for the Common Stock, and during the entire 20 Trading Day period referenced in (i) above , (iii) the Company shall have complied in all material respects with its obligations under this Warrant and the Transaction Documents and average daily trading volume of the Common Stock shall at all times be listed is equal to or quoted on a greater than 20,000 shares during the such 20 Trading MarketDay period, then then, subject to the conditions set forth in this Section, the Company may may, in its sole discretion, elect to require the exercise of all (but not less than all) of the then unexercised portion of this Warrant at the Exercise PriceWarrant, on the date that is the fifth (5th) thirtieth day after written notice thereof (a “Call Notice”) is received by the Holder (such thirtieth day shall be known as the “Call Date”) at the address last shown on the records of the Company for the Holder or given by the Holder to the Company for the purpose of notice. The Company and the Holder agree that, if and to the extent Section 11 of this Warrant would restrict the ability of the Holder to exercise this Warrant in full in the event of a delivery of a Call Notice, then notwithstanding anything to the contrary set forth in the Call Notice, the Call Notice shall be deemed automatically amended to apply only to such portion of this Warrant as may be exercised by the Holder by the Call Date in accordance with such Sections as are then in effect. The Holder will promptly (and, in any event, prior to the Call Date) notify the Company in writing following receipt of a Call Notice if Section 11 would restrict its exercise of the Warrant, specifying therein the number of Warrant Shares so restricted. The Company covenants and agrees that it will honor all Exercise Notices tendered through 6:30 5:30 p.m. (New York City time) on the Call Date. “VWAP” for purposes of this section means Warrants which are not exercised shall expire at 5:31pm (New York City time) on any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period as reported by Bloomberg L.P., or any successor performing similar functionsCall Date.