Common use of Forced Exercise Clause in Contracts

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document.

Forced Exercise. i. Subject to (i) If at any time following the Purchase Agreement and subject to Effective Date, (A) the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in the event that the daily VWAP Closing Bid Price of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is equal to or greater than $3.75 2.625 (as appropriately subject to adjustment for forward and equitably adjusted for reverse stock splits, reverse stock splitsrecapitalizations, stock dividends and the similar eventslike after the Initial Exercise Date) (the “Trigger Price”) for twenty (20) Trading Days during any a period of thirty ten (3010) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Pricing Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the rightright to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), upon prior as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior ” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) specified which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten Measuring Period equaled or exceeded the Trigger Price and (10y) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Periodno Equity Conditions Failure exists, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (iD) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall have been duly authorized and reserved for issuance either be effected as required by a cash exercise or on a cashless basis, at the terms of Holder’s sole discretion. Notwithstanding anything to the Transaction Documents; and (v) none of contrary, no such redemption under this Section shall result in any Holder exceeding the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction DocumentBeneficial Ownership Limitation.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 0.60 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty fifteen (2015) Trading Days during any period of thirty twenty (3020) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five thirty (3530) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities Underlying Shares (as defined in the Registration Rights Purchase Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is Underlying Shares are listed or quoted on an Eligible a Trading Market, such Registrable Securities Underlying Shares are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Daily Dollar Trading Volume exceeds $30,000, where the “Daily Dollar Trading Volume” means the number of shares of Common Stock traded on the Trading Market on a particular Trading Day multiplied by the VWAP for such day.

Forced Exercise. i. Subject to the Purchase Agreement provisions of Section 2(d) and this Section 2(f), if, after the Effective Date the VWAP for each of 20 consecutive Trading Days (the “Measurement Period”, which 20 Trading Day period shall not have commenced until after the Effective Date) exceeds 150% of the then Exercise Price (subject to the terms set forth herein (including without limitation subsection 2(d) above adjustment for forward and subsection (f)(ii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for reverse stock splits, reverse stock splitsrecapitalizations, stock dividends and the similar eventslike after the Initial Exercise Date) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (the “Pricing PeriodThreshold Price”), and (ii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information, then the Company shall have may, within one Trading Day of the end of such period, call for exercise of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, upon prior written notice a “Call”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Forced Exercise Call Notice”), to compel all or a indicating therein the portion of unexercised portion of this Warrant to be exercised on or prior which such notice applies. If the date (“Forced Exercise Date”) specified in conditions set forth below for such Call are satisfied from the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Call Notice through and including the Call Date (as defined below), then the Holder must exercise any portion of this Warrant subject to such Call Notice, and if any part of the consideration shall not have been received by the Call Date, this entire Warrant will be cancelled 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 and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. Subject again to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If provisions of this Section 2(f), the Company intends to force exercise may deliver subsequent Call Notices for any portion of less than all of this Warrant for which the then outstanding A Warrants issued under Company shall not have delivered a Call Notice or which has not otherwise been previously exercised by the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. iiHolder. Notwithstanding anything to the contrary hereinset forth in this Warrant, the Company shall be prohibited from exercising its right to force exercise may not deliver a Call Notice or require the cancellation of this Warrant pursuant to this Section if at (and any time during such Call Notice will be void), unless, from the Post-Notice Period or during beginning of the thirty-five (35) 20th consecutive Trading Days immediately preceding such Post-Notice Period there fails Day used to exist “Effective Registration”. “Effective Registration” shall mean determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Registrable Securities may be effected pursuant to a current Warrant Shares and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is shall be listed or quoted for trading on an Eligible the Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite there is a sufficient number of authorized shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of all Securities under the Transaction Documents; , and (v) none the issuance of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in shares shall not cause a breach of this Warrant, any provision of 2(d) herein. The Company’s right to Call the Purchase Agreement or any other Transaction DocumentWarrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Forced Exercise. i. Subject Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time and from time to time, if the Company’s Closing Bid Price as quoted by Bloomberg, LP is equal to or greater than Eleven Cents ($0.11) (the “Forced Exercise Price”) for twenty (20) consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall provide to the Purchase Agreement and subject Holder written notice at the end of business, but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Pricing Period (the “Forced Exercise Notice”). The Holder shall have the five (5) consecutive calendar days from the day following receipt of the Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the terms set forth herein Forced Exercise Price as the case maybe (including without limitation subsection 2(d“Forced Exercise Period”). Furthermore during the Forced Exercise Period the Company shall only be entitled to force the Holder to exercise an amount equal to one fifth (1/5th) above and subsection (f)(ii) below), in the event that average daily volume of the daily VWAP shares of the Company’s Common Stock (traded, as reported quoted by Bloomberg, LP, during the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Forced Exercise Pricing Period”), . Furthermore the Company Holder shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during reduce the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required the Company has forced the Holder to exercise hereunder during the Forced Exercise Period by such number of shares of the Company’s Common Stock exercised by the terms Holder during the Forced Exercise Pricing Period. Provided however in the event that the Closing Bid Price of the Transaction Documents; and (v) none of Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company or any direct or indirect subsidiary of shall not have the Company is (1) subject right to any bankruptcy or insolvency proceeding or (2) in breach of force the Holder to exercise this Warrant, the Purchase Agreement in whole or any other Transaction Documentin part.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection provisions of Section 2(d) above or Section 2(e) and subsection (f)(ii) belowthis Section 2(f), in if, after the event that Initial Exercise Date, (i) the daily VWAP of the Company’s Common Stock for each of seven (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (307) consecutive Trading Days (the “Pricing Measurement Period”),” which seven (7) consecutive Trading Day period shall not have commenced until after the effective date of the Registration Statement) exceeds 135% of the Exercise Price then in effect, (ii) the average daily dollar volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company shall have the right, upon within one (1) Trading Day of the end of such Measurement Period (the “Forced Exercise Eligibility Date”), to require the Holder to exercise this Warrant into up to such aggregate number of fully paid, validly issued and non-assessable Warrant Shares equal to 25% of the quotient obtained by dividing the Traded Value by the Exercise Price then in effect (less any Warrant Shares voluntarily exercised by the Holder during such Measurement Period or at any time thereafter and prior to the applicable Forced Exercise Date (as defined below) (the “Maximum Forced Exercise Share Amount”) as designated in the applicable Forced Exercise Notice (as defined below) to be issued and delivered in accordance with Section 2(c) herein (each, a “Forced Exercise”). The Company may exercise its right to require a Forced Exercise under this Section 2(f)(i) by delivering a written notice thereof, at one, or more times, by electronic mail to all, but not less than all, of the Holder holders of the Warrants (each, a “Forced Exercise Notice”, and the date thereof, each a “Forced Exercise Notice Date”) on a Forced Exercise Eligibility Date. For purposes of Section 2(c) herein, “Forced Exercise Notice” shall be deemed to replace “Exercise Notice” for all purposes thereunder as if the Holder delivered a Notice of Exercise to the Company on the Forced Exercise Notice Date, mutatis mutandis. Each Forced Exercise Notice shall be irrevocable. Each Forced Exercise Notice shall state (i) the Trading Day selected for the Forced Exercise in accordance with this Section 2(f)(i), to compel all or which Trading Day shall be the second (2nd) Trading Day following the applicable Forced Exercise Notice Date (each, a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice), provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale aggregate portion of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not this Warrant subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document.forced exercise from

Forced Exercise. i. Subject to If at any time from and after the Purchase Agreement and subject to Issuance Date (the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below"Forced Exercise Eligibility Date"), in the event that arithmetic average of the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for any twenty (20) Trading Days during a consecutive twenty (20) Trading Day period that commences following the Forced Exercise Eligibility Date (the "Forced Exercise Measuring Period") equals or exceeds $5.00 (subject to appropriate adjustments for any period of thirty (30) consecutive Trading Days (“Pricing Period”stock dividend, stock split, stock combination, reclassification or similar transaction after the Issuance Date), the Company shall have the right, upon prior written notice right to require the Holder (“Forced Exercise Notice”), to compel exercise all or a any portion of the unexercised portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified Warrant, in each case as designated in the Forced Exercise NoticeNotice (as defined below) into fully paid, provided that such validly issued and nonassessable shares of Common Stock in accordance with Section 1 hereof at the Exercise Price as of the Forced Exercise Date (as defined below) (a "Forced Exercise"). The Company may exercise its right to require Forced Exercise under this Section 5 by delivering within not occur until at least ten more than two (102) Trading Days following the date on which end of such Forced Exercise Measuring Period a written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holder receives holders of Warrants and the Transfer Agent (the "Forced Exercise Notice. The Company may not deliver any " and the date all of the holders received such notice by facsimile is referred to as the "Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Date"). The Forced Exercise Notice within five shall be irrevocable. The Forced Exercise Notice shall state (5A) the Trading Day selected for the Forced Exercise, which Trading Day shall be no sooner than twenty (20) Trading Days nor later than forty (40) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to Date (the "Forced Exercise Date shall be referred Date"), (B) the aggregate number of Warrant Shares subject to herein as Forced Exercise from the “Post-Notice Period”. If Holder (the Company intends to force exercise of less than "Forced Exercise Share Number") and all of the then outstanding A holders of the Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during 5 (the Post-Notice Period or during "Holders'Aggregate Forced Exercise Share Number") (and analogous provisions under the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or marketother Warrants), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (ivC) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by to be issued to the terms of Holder on the Transaction Documents; and (v) none of Forced Exercise Date. Notwithstanding the foregoing, the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or may not deliver more than two (2) Forced Exercise Notices hereunder and a Forced Exercise Notice may not be delivered until at least thirty (30) Trading Days after the immediately preceding Forced Exercise Date. Notwithstanding the foregoing, nothing in breach of this subsection shall prevent the Holder from exercising this Warrant, in whole or part, on or prior to the Purchase Agreement or any other Transaction DocumentForced Exercise Date. The Company covenants and agrees that it will honor all Exercise Notices tendered from the time of delivery of the Forced Exercise Notice through the Forced Exercise Date.

Forced Exercise. i. Subject to (i) If the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in the event that the daily VWAP price per share of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is equal to or greater than the volume-weighted average closing price of $3.75 3.50 for any ten (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (3010) consecutive Trading Days trading-day period (“Pricing Period”)the end of any such period, the Company shall have “Exercise Trigger Date”) at any time after the rightIssue Date, upon prior written the Company, at its option, may elect to force Holders to exercise the Warrants then outstanding into Warrant Shares, in whole or in part on a pro-rata basis by delivering a notice to each Holder no later than fifteen (15) days following such Exercise Trigger Date as provided in Section 4.5(b)(ii) below (the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“. Forced Exercise Date”Notices shall be given no later than fifteen (15) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days days following the date applicable Exercise Trigger Date by mailing, by registered or certified mail, return receipt requested, a copy of such notice to the Warrant Agent and to all of the holders of record of Warrants at their respective addresses appearing on which the Holder receives Warrant Register or books or transfer records of the Forced Exercise NoticeCompany or such other address designated in writing by the holder of record to the Warrant Agent. The Company may not deliver any Forced Exercise Notice until after the completion date of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date delivery of the Forced Exercise Notice shall be the “Delivery Date.” (ii) The Holders shall have twenty (20) days following the Delivery Date to exercise the Warrants that have been called for forced exercise pursuant to Section 4.5(b)(i), in the manner provided in Section 4.5(a). Any Warrants that have been called for forced exercise pursuant to Section 4.5(b)(i), together with payment of the Exercise Price for all such Warrants, that have not been delivered to the Forced Exercise Warrant Agent for exercise after twenty (20) days following the Delivery Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than cancelled and all rights of the then outstanding A Holders with respect to such Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Sectionterminate. ii. (iii) Notwithstanding anything to the contrary hereinin this Section 4.5(b), the Company shall be prohibited from exercising its right to force exercise of this Warrant may not provide a Forced Exercise Notice pursuant to this Section if 4.5 at any time at which the Warrants are not currently exercisable as a result of the application of either Section 4.5(c) or Section 4.6. If, during the Post-period between the Forced Exercise Notice Period or during and the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) Delivery Date, the resale of all Registrable Securities (Warrants become not currently exercisable as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms a result of the Registration Rights Agreement which registration statement is not subject to any suspension application of either Section 4.5(c) or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading MarketSection 4.6, the Common Stock is not subject Delivery Date shall be extended and deemed to any trading suspension (nor shall trading generally have been suspended be the tenth business day after such restriction on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Documentexercise lapses.

Forced Exercise. i. Subject to (i) If at any time following the Purchase Agreement and subject to Effective Date, (A) the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in the event that the daily VWAP Closing Bid Price of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is equal to or greater than $3.75 2.625 (as appropriately subject to adjustment for forward and equitably adjusted for reverse stock splits, reverse stock splitsrecapitalizations, stock dividends and the similar eventslike after the Initial Issue Date) (the “Trigger Price”) for twenty (20) Trading Days during any a period of thirty ten (3010) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Pricing Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the rightright to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), upon prior as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior ” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) specified which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten Measuring Period equaled or exceeded the Trigger Price and (10y) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Periodno Equity Conditions Failure exists, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (iD) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall have been duly authorized and reserved for issuance either be effected as required by a cash exercise or on a cashless basis, at the terms of Holder’s sole discretion. Notwithstanding anything to the Transaction Documents; and (v) none of contrary, no such redemption under this Section shall result in any Holder exceeding the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction DocumentBeneficial Ownership Limitation.

Forced Exercise. i. Subject Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time and from time to time, if the Company’s Closing Bid Price as quoted by Bloomberg, LP is equal to or greater than Ten Cents ($0.10) (the “Forced Exercise Price”) for twenty (20) consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall provide to the Purchase Agreement and subject Holder written notice at the end of business, but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Pricing Period (the “Forced Exercise Notice”). The Holder shall have the five (5) consecutive calendar days from the day following receipt of the Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the terms set forth herein Forced Exercise Price as the case maybe (including without limitation subsection 2(d“Forced Exercise Period”). Furthermore during the Forced Exercise Period the Company shall only be entitled to force the Holder to exercise an amount equal to one fifth (1/5th) above and subsection (f)(ii) below), in the event that average daily volume of the daily VWAP shares of the Company’s Common Stock (traded, as reported quoted by Bloomberg, LP, during the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Forced Exercise Pricing Period”), . Furthermore the Company Holder shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during reduce the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required the Company has forced the Holder to exercise hereunder during the Forced Exercise Period by such number of shares of the Company’s Common Stock exercised by the terms Holder during the Forced Exercise Pricing Period. Provided however in the event that the Closing Bid Price of the Transaction Documents; and (v) none of Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company or any direct or indirect subsidiary of shall not have the Company is (1) subject right to any bankruptcy or insolvency proceeding or (2) in breach of force the Holder to exercise this Warrant, the Purchase Agreement in whole or any other Transaction Documentin part.

Forced Exercise. i. Subject At any time twenty (20) Trading Days prior to the Purchase Agreement and subject six (6) month anniversary of the Issuance Date (the "Eligibility Date"), the Company may, by delivering a notice to the terms Holder at least twenty (20) Trading Days prior to any proposed Forced Exercise Date (as defined below) (a "Forced Exercise Notice" and the date such notice is received by the Holder, the "Forced Exercise Notice Date"), of its irrevocable election to require the exercise of up to 562,250 Warrant Shares. The Company shall set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), the number of Warrant Shares to which the forced exercise relates in the event that Forced Exercise Notice (the daily VWAP "Forced Exercise Share Number"). The date of such forced exercise shall be the twentieth (20th) Trading Day following the Forced Exercise Notice Date (the "Forced Exercise Date"). The Company may only deliver a Forced Exercise Notice if each of the Company’s Common Stock following shall be true: (as reported by i) there is no Equity Conditions Failure (unless the Eligible Trading Market on which Holder has waived such Equity Conditions Failure) and (ii) prior to the Forced Exercise Notice Date (A) the arithmetic average of the Weighted Average Price of the Common Stock is tradedfor twenty (20) is greater than consecutive Trading Days occurring after the Issuance Date (the "Forced Exercise Measuring Period") shall exceed $3.75 2.55 (as appropriately and equitably adjusted subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) and (B) the number of shares traded on each Trading Day during the Forced Exercise Measuring Period is greater than 30% of the Forced Exercise Share Number (clauses (i) and (ii), the "Forced Exercise Conditions"). A Forced Exercise Notice may not be given more than two (2) Trading Days after satisfaction of Forced Exercise Conditions and each Forced Exercise Notice shall certify that the Forced Exercise Conditions have been satisfied. The forced exercise thereunder may only occur on the Forced Exercise Date if each of the following shall be true: (i) there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) and (ii) (A) the arithmetic average of the Weighted Average Price of the Common Stock shall exceed $2.55 (subject to adjustment for stock splits, stock dividends and the dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days immediately prior to the Forced Exercise Date (“Pricing the "Forced Exercise Bring Down Measuring Period”") and (B) the number of shares traded on each Trading Day during the Forced Exercise Bring Down Measuring Period is greater than 30% of the Forced Exercise Share Number (clauses (i) and (ii), the "Forced Exercise Bring Down Conditions"). The Company shall have the right, upon prior written notice deliver to the Holder (“a notice no later than 10:00 a.m., New York time, on the Forced Exercise Date (the "Bring-Down Notice”"), to compel all which notice shall certify whether or a portion of not the Forced Exercise Bring Down Conditions have been satisfied. If the Forced Exercise Bring Down Conditions have not been satisfied at such time (and are not waived by the Holder), the Forced Exercise Notice will be null and void, ab initio. Notwithstanding the foregoing, nothing in this Warrant to be exercised subsection shall prevent the Holder from exercising this Warrant, in whole or part, on or prior to the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced covenants and agrees that it will honor all Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period Notices tendered from the date time of delivery of the Forced Exercise Notice to through the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”Date. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary hereinUpon an Equity Conditions Failure, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at Holder may revoke any time during Exercise Notice delivered after the Post-Forced Exercise Notice Period or during is received by the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), Holder and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is Company, within one (1) subject Business Day of such revocation, shall return the Aggregate Exercise Price applicable to any bankruptcy or insolvency proceeding or (2such Exercise Notice(s) in breach to the Holder by wire transfer of this Warrantimmediately available funds and any Warrants so exercised shall be deemed reinstated and returned to the Holders, the Purchase Agreement or any other Transaction Documentif applicable.

Forced Exercise. i. Subject Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time and from time to time, if the Company’s Closing Bid Price as quoted by Bloomberg, LP is equal to or greater than Sixteen Cents ($0.16) (the “Forced Exercise Price”) for twenty (20) consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall provide to the Purchase Agreement and subject Holder written notice at the end of business, but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Pricing Period (the “Forced Exercise Notice”). The Holder shall have the five (5) consecutive calendar days from the day following receipt of the Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the terms set forth herein Forced Exercise Price as the case maybe (including without limitation subsection 2(d“Forced Exercise Period”). Furthermore during the Forced Exercise Period the Company shall only be entitled to force the Holder to exercise an amount equal to one fifth (1/5th) above and subsection (f)(ii) below), in the event that average daily volume of the daily VWAP shares of the Company’s Common Stock (traded, as reported quoted by Bloomberg, LP, during the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Forced Exercise Pricing Period”), . Furthermore the Company Holder shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during reduce the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required the Company has forced the Holder to exercise hereunder during the Forced Exercise Period by such number of shares of the Company’s Common Stock exercised by the terms Holder during the Forced Exercise Pricing Period. Provided however in the event that the Closing Bid Price of the Transaction Documents; and (v) none of Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company or any direct or indirect subsidiary of shall not have the Company is (1) subject right to any bankruptcy or insolvency proceeding or (2) in breach of force the Holder to exercise this Warrant, the Purchase Agreement in whole or any other Transaction Documentin part.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document.

Forced Exercise. i. 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d2.4(i) above and subsection (f)(ii) 15.2 below), in the event that the daily VWAP closing sale price of the Company’s 's Common Stock (as reported by the Eligible Trading Market on which the Common Nasdaq Stock is tradedMarket) is greater than $3.75 7.35 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for a period ("Pricing Period") of twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Pricing Period”)Days, the Company shall have the right, upon prior written notice to the Holder (“"Forced Exercise Notice”"), to compel all or a portion of this Warrant to be exercised on or prior the date (“"Forced Exercise Date”") specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice Date to the Forced Exercise Date shall be referred to herein as the “"Post-Notice Period”". If the Company intends to force exercise of less than all of all of the then outstanding A Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. 15.2 Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five thirty (3530) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “"Effective Registration”". “"Effective Registration” " shall mean (i) the resale of all Registrable Securities (as defined in the Registration Investor Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Investor Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Marketeither the New York Stock Exchange, the Common American Stock is Exchange or the Nasdaq Stock Market (each an "Approved Market") and are not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading the Approved Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction DocumentsAgreements; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction DocumentRelated Documents.

Forced Exercise. i. 15.1 Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d2.4(i) above and subsection (f)(ii) 15.2 below), in the event that the daily VWAP closing sale price of the Company’s 's Common Stock (as reported by the Eligible Trading Market on which the Common Nasdaq Stock is tradedMarket) is greater than $3.75 10.00 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for a period ("Pricing Period") of twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Pricing Period”)Days, the Company shall have the right, upon prior written notice to the Holder (“"Forced Exercise Notice”"), to compel all or a portion of this Warrant to be exercised on or prior the date (“"Forced Exercise Date”") specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice Date to the Forced Exercise Date shall be referred to herein as the “"Post-Notice Period”". If the Company intends to force exercise of less than all of all of the then outstanding A Warrants issued to Purchasers under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. 15.2 Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five thirty (3530) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “"Effective Registration”". “"Effective Registration” " shall mean (i) the resale of all Registrable Securities (as defined in the Registration Investor Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Investor Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Marketeither the New York Stock Exchange, the Common American Stock is Exchange or the Nasdaq Stock Market (each an "Approved Market") and are not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading the Approved Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction DocumentsAgreements; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction DocumentRelated Documents.

Forced Exercise. i. Subject Notwithstanding anything herein to the Purchase Agreement and contrary, if at any time following the date which is nine (9) months following the Closing Date the VWAP for any 20 out of 30 consecutive Trading Days (such 30 Trading Day period being the "Threshold Period") exceeds $1.125 (subject to the terms set forth herein (including without limitation subsection 2(d) above appropriate and subsection (f)(ii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately equitable adjustment for reverse and equitably adjusted for stock splits, reverse forward stock splits, stock dividends dividends, stock combinations and other similar transactions of the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Pricing Period”Common Stock that occur after the Original Issue Date), then the Company shall have may, within 1 Trading Day after the rightend of any such Threshold Period, upon prior deliver a written notice to the Holder (“a "Forced Exercise Notice”)" and the date such notice is delivered to the Holder, the "Forced Exercise Notice Date") to compel all cause the Holder to exercise this Warrant, in whole or a portion of this Warrant to be exercised in part, as specified in such Forced Exercise Notice ("Forced Exercise") on or prior to the date tenth Trading Day following the Holder's receipt of such Forced Exercise Notice (“such date, the "Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice"). The Company may not deliver a Forced Exercise Notice, and any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If delivered by the Company intends to force exercise of less than shall not be effective, unless all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities Equity Conditions (as defined in the Registration Rights AgreementNotes) are met (unless waived in writing by the Holder) on each Trading Day occurring during the applicable Threshold Period through and including the later of the Forced Exercise Date and the Trading Day after the date such Warrant Shares pursuant to such exercise are delivered to the Holder (except clause (xii) of the Equity Conditions shall apply only during the Threshold Period). Any Forced Exercise shall be applied ratably to all holders of Warrants based on their original number of Warrant Shares underlying the Warrants, provided that any voluntary exercises by a Holder shall be applied against the Holder's pro rata allocation, thereby decreasing the aggregate amount forcibly exercised hereunder if only a portion of this Warrant is covered by an effective registration statement in accordance subject to Forced Exercise hereunder. For purposes of clarification, a Forced Exercise shall be subject to all of the provisions of Section 2, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. If any Forced Exercise cannot be effected due to the Beneficial Ownership Limitation, then the Holder shall furnish the Company with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of calculation showing that such Registrable Securities may Beneficial Ownership Limitation would otherwise be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Documentexceeded.

Forced Exercise. i. Subject to the Purchase Agreement provisions of this Section 2(e), if and subject only if (i) a registration statement shall be effective as to all of the Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in Holder for the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of last thirty (30) consecutive days, (ii) the Common Stock shall be listed or quoted for trading on the Trading Market for the last thirty (30) days, (iii) there is a sufficient number of authorized shares of Common Stock for issuance of all of the Conversion Shares under the Preferred Stock then outstanding and issuable upon exercise in full of this Warrant and there is no existing Authorized Share Failure for the last thirty (30) days, (iv) there is no Triggering Event or any event that has occurred and, with passage of time or delivery of notice, would result in a Triggering Event for the last thirty (30) days, (v) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (vi) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates and (vii) the Holder has not been subject to any restriction or limitation on conversions of shares of Preferred Stock or trading in general from Holder’s prime broker which restricts at all the Holder’s conversions of shares of Preferred Stock then held by the Holder or conversions of any Warrant Shares for the last thirty (30) days, then the Company shall have the right to require the Holder to exercise a portion of this Warrant equal to up to $250,000 of aggregate Exercise Price into Conversion Shares (a “Forced Exercise”) on the thirtieth (30th) day following the Initial Exercise Date (such date, the “Forced Exercise Date”, which $250,000 of aggregate Exercise Price shall be allocated pro-rata among the Holders of the Warrants based on such Holder’s number of Warrants; provided, however, that in no event shall a Forced Exercise occur on any date on which there is not an effective registration statement for the issuance of all of the Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder or on any date on which there is an Authorized Share Failure. The Company may exercise its right to require a Forced Exercise under this Section 2(e) by delivering a written notice thereof to all, but not less than all, of the holders of Warrants issued under the Purchase Agreement (such notice, a “Forced Exercise Notice” and the date thereof, a “Forced Exercise Notice Date”) at least three (3) Trading Days prior to the Forced Exercise Date. For purposes of this Section 2(e), “Forced Exercise Date” shall be deemed to replace the date of delivery of the Notice of Exercise for all purposes hereunder as if the Holder delivered an Exercise Notice to the Company on the Forced Exercise Date. For the avoidance of doubt, if (“Pricing Period”)i) any Authorized Share Failure or any Triggering Event has occurred and is continuing, unless such Triggering Event has been waived in writing by the Holder, the Company shall have the right, upon prior written notice no right to the Holder (“effect a Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise NoticeExercise, provided that such Forced Exercise Date may not occur until at least ten Triggering Event shall have no effect upon the Holder’s right to exercise this Warrant in its discretion, and (10ii) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any a Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of on the Forced Exercise Notice Date even though certain conditions to the Forced Exercise Date may only be satisfied on the Forced Exercise Date, provided that the Forced Exercise shall be referred to herein as remain contingent upon the “Post-Notice Period”satisfaction of such conditions on the Forced Exercise Date. If the Company intends elects to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on cause a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise Forced Exercise of this Warrant pursuant to this Section if at any time during 2(e), then the Post-Notice Period or during Company must simultaneously take the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined same action in the Registration Rights Agreement) is covered by an effective registration statement in accordance same proportion with the terms respect to up to $250,000 of aggregate Exercise Price of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, Warrants issued under the Purchase Agreement or any other Transaction Document.Agreement.]4 _____________ 4 Series 1 Warrant only

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in In the event that the daily VWAP Closing Sale Price per share of the Company’s Common Stock exceeds thirty dollars (as reported by the Eligible Trading Market on which the Common Stock is traded$30) is greater than $3.75 (as appropriately and equitably adjusted for any stock splits, reverse stock splitsdividend, stock dividends and split, stock combination, reclassification or other similar transaction during the similar eventsapplicable calculation period) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (such period, the “Pricing Forced Exercise Period”), then the Company shall have may, at its sole discretion, if the rightEquity Conditions are then satisfied, upon prior provide written notice notice, in the manner required for notices delivered to a Buyer (as defined in the Securities Purchase Agreement) pursuant to the Securities Purchase Agreement, to the Holder requiring the Holder to exercise this Warrant in full (and not in part) (the “Forced Exercise Notice”) no later than the fifth (5th) Business Day following the last Trading Day of the Forced Exercise Period. The date of exercise with respect to any such forced exercise shall be the date upon which the Company delivers the Forced Exercise Notice to the Holder (the “Forced Exercise Closing”). If a registration statement covering the issuance or resale of the Warrant Shares issuable pursuant to the Forced Exercise Notice (the “Forced Exercise Warrant Shares”) is available for the issuance or resale of the Forced Exercise Warrant Shares, then the forced exercise shall be a cash exercise. If a registration statement covering the issuance or resale of the Forced Exercise Warrant Shares is not available for the issuance or resale, as applicable of such Forced Exercise Warrant Shares, then the forced exercise may be a cash exercise or cashless exercise in accordance with Section 1(d), to compel all at the Holder’s option. So long as the Holder delivers the Aggregate Exercise Price (or notice of a portion of this Warrant to be exercised Cashless Exercise, if applicable) on or prior to the date first (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (101st) Trading Days Day following the date on which the Holder receives Forced Exercise Notice has been delivered by the Company, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Forced Exercise Notice. The Company may Notice has been delivered by the Company, or, if the Holder does not deliver any the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Forced Exercise Notice until after has been delivered by the completion Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Shares pursuant to this Section 1(i), also constituting a Share Delivery Date), the Company shall (X) provided that the Transfer Agent is participating in FAST, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in FAST, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the name of the Pricing PeriodHolder or its designee, and must deliver any Forced Exercise Notice within five for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. Such forced exercise shall not be required if either (5a) the Equity Conditions do not remain satisfied on each Trading Days following the last day of any Pricing Period. The period from Day through the date of the Forced Exercise Notice to or (b) the Closing Bid Price per share of Common Stock does not exceed thirty dollars ($30) (appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period) through the date of such notice. If the Equity Conditions are not satisfied during the Forced Exercise Date shall be referred to herein as Period through the “Post-Notice Period”. If the Company intends to force exercise of less than all date of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything Forced Exercise Notice solely due to the contrary herein, fact that the Company shall be prohibited from exercising its right to force forced exercise of this Warrant and the issuance of the Forced Exercise Warrant Shares pursuant to such forced exercise would be limited by Section 1(f), then the Company may, in its sole discretion, provide written notice to the Holder requiring the Holder to exercise this Warrant in part (and not in full) for such number of shares that could be issued in compliance with Section if at any time during 1(f) such that the Post-Notice Period or during Holder together with the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” other Attribution Parties collectively shall mean (i) the resale of all Registrable Securities (as defined beneficially own in the Registration Rights Agreement) is covered by an effective registration statement in accordance with aggregate the terms Maximum Percentage of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance outstanding as required by the terms of the Transaction Documents; and Forced Exercise Closing. Notwithstanding the foregoing, if the average daily dollar trading volume (vas reported on Bloomberg) none of the Company or any direct or indirect subsidiary Common Stock on the applicable Eligible Market during such Forced Exercise Period (the “Average DDT Volume”) is less than ten million dollars ($10,000,000) (the “Minimum Volume”), then such exercise of this Warrant shall be limited to a number of shares of Common Stock equal to the Company is lesser of (1) product of: (A) the aggregate number of shares of Common Stock originally subject to this Warrant (adjusted for any bankruptcy stock dividend, stock split, stock combination, reclassification or insolvency proceeding or other similar transaction that has occurred since the Issuance Date) multiplied by (B) the quotient of the Average DDT Volume for such Forced Exercise Period divided by the Minimum Volume, and (2) the aggregate number of shares of Common Stock then subject to this Warrant (adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction that has occurred since the Issuance Date) assuming a cash exercise of the Warrant. The Company may not exercise its right to require the Holder to exercise this Warrant more than once in breach of this Warrant, the Purchase Agreement or any other Transaction Documentthirty (30) day period.”

Forced Exercise. i. Subject to (i) If at any time following the Purchase Agreement and subject to Effective Date, (A) the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in the event that the daily VWAP Closing Bid Price of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is equal to or greater than $3.75 2.625 (as appropriately subject to adjustment for forward and equitably adjusted for reverse stock splits, reverse stock splitsrecapitalizations, stock dividends and the similar eventslike after the Initial Exercise Date) (the “Trigger Price”) for twenty (20) Trading Days during any a period of thirty ten (3010) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause (A) is satisfied are referred to herein as the “Pricing Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the rightright to require the Holder to exercise all or any portion of this Warrant as designated in an Forced Exercise Notice (as defined below), upon prior as of the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that any Forced Exercise hereunder shall be cancelled and deemed null and void if the Company fails to satisfy any of the Forced Exercise Conditions during any of the Trading Days in the period commencing on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Date. The Company may exercise its right to require exercise of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior ” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later than two (2) Trading Days after the applicable Forced Exercise Measuring Period. The Forced Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) specified which date shall be the fifth (5th) Trading Day after the Forced Exercise Notice Date, (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from all of the holders of Warrants pursuant to this Section 2(f) (and such similar section in the other Warrants), (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten Measuring Period equaled or exceeded the Trigger Price and (10y) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Periodno Equity Conditions Failure exists, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (iD) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall have been duly authorized and reserved for issuance be effected as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Documenta cash exercise.

Forced Exercise. i. Subject to If (1) (i) the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in the event that the daily VWAP arithmetic average of the Company’s Common Stock (as reported by the Eligible Trading Market on which Weighted Average Prices of the Common Stock is traded) is greater than $3.75 for the ten (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (3010) consecutive Trading Days ending on the Trading Day immediately preceding the Initial Exercisability Date exceeds 125% of the Exercise Price on the Issuance Date or (“Pricing Period”)ii) on the 216th day following the Issuance Date, the Market Price calculated as of such date exceeds the Exercise Price on the Issuance Date (each, a "Forced Exercise Event") and (2) there is not then an Equity Conditions Failure, the Company shall have the right, upon prior written notice right to require the Holder (“Forced Exercise Notice”), to compel exercise all or a any portion of the unexercised portion of this Warrant to be exercised on or prior the date (“Warrant, in each case as designated in a Forced Exercise Date”Notice (as defined below), into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1(a) specified in hereof at the Exercise Price as of the Forced Exercise NoticeDate (as defined below) (each, provided that such a "Forced Exercise"). The Company may exercise its right to require a Forced Exercise Date may under this Section 5 by delivering, by not occur until at least ten later than two (102) Trading Days following the date on which occurrence of the Holder receives applicable Forced Exercise Event, a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of the SPA Warrants and the Transfer Agent (the "Forced Exercise Notice. The Company may not deliver any " and the date all of the holders received such notice by facsimile is referred to as the "Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Date"). The Forced Exercise Notice within five shall be irrevocable and shall be considered received by each Holder for all purposes (5and the Company shall not be required to confirm receipt or transmission) if properly transmitted to the facsimile number and e-mail address for the Holder which the Company then has on record as provided by the Holder. The Forced Exercise Notice shall (i) state (A) the Trading Day selected for the Forced Exercise, which shall be not less than twelve (12) Business Hours nor more than two (2) Trading Days following the last day of any Pricing Period. The period from the date receipt of the Forced Exercise Notice by the Holder (the "Forced Exercise Date") and (B) the aggregate number of Warrant Shares subject to Forced Exercise from the Holder (the "Forced Exercise Share Number") and from all of the holders of the SPA Warrants pursuant to this Section 5 (the "Holders' Aggregate Forced Exercise Share Number") (and analogous provisions under the other SPA Warrants); and (ii) certify that there has been no Equity Conditions Failure; provided, however, that the Company may not require a Forced Exercise under this Section 5 in excess of the Holder Pro Rata Amount of the Forced Exercise Volume Limitation. Notwithstanding the foregoing, the Company may not deliver more than one (1) Forced Exercise Notice hereunder. If the Equity Conditions were satisfied as of the Forced Exercise Notice Date but the Equity Conditions are no longer satisfied at any time prior to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary hereinDate, the Company shall provide the Holder a subsequent notice to that effect indicating that, unless the Holder waives the Equity Conditions, the Forced Exercise Notice shall be prohibited void ab initio and of no further force or effect. The Company shall deliver to the Holder a notice no later than 10:00 a.m., New York time, on the Forced Exercise Date which notice shall certify whether or not the Equity Conditions have been satisfied. Notwithstanding the foregoing, nothing in this subsection shall prevent the Holder from exercising its right this Warrant, in whole or part, on or prior to force exercise the Forced Exercise Date. The Company covenants and agrees that it will honor all Exercise Notices tendered from the time of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms delivery of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) Forced Exercise Notice through the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on Forced Exercise Date. Upon an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading MarketEquity Conditions Failure, the Common Stock Holder may revoke any Exercise Notice delivered after the Forced Exercise Notice is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), received by the Holder and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is Company, within one (1) subject Business Day of such revocation, shall return the Aggregate Exercise Price applicable to any bankruptcy or insolvency proceeding or (2such Exercise Notice(s) in breach to the Holder by wire transfer of this Warrantimmediately available funds and any SPA Warrants so exercised shall be deemed reinstated and returned to the Holders, the Purchase Agreement or any other Transaction Documentif applicable.

Forced Exercise. i. Subject Provided the shares of Common Stock issuable here under are registered pursuant to an effective registration statement, the Company at its option shall have the right at any time and from time to time, if the Company’s Closing Bid Price as quoted by Bloomberg, LP is equal to or greater than Thirteen Cents ($0.13) (the “Forced Exercise Price”) for twenty (20) consecutive Trading Days (the “Forced Exercise Pricing Period”), to force the Holder to exercise this Warrant in whole or in part during the next five (5) Trading Days. In such event the Company shall provide to the Purchase Agreement and subject Holder written notice at the end of business, but not later than 5:30 pm EST, on the last Trading Day of the Forced Exercise Pricing Period (the “Forced Exercise Notice”). The Holder shall have the five (5) consecutive calendar days from the day following receipt of the Forced Exercise Notice, to exercise this Warrant in whole or in part at or above the terms set forth herein Forced Exercise Price as the case maybe (including without limitation subsection 2(d“Forced Exercise Period”). Furthermore during the Forced Exercise Period the Company shall only be entitled to force the Holder to exercise an amount equal to one fifth (1/5th) above and subsection (f)(ii) below), in the event that average daily volume of the daily VWAP shares of the Company’s Common Stock (traded, as reported quoted by Bloomberg, LP, during the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Forced Exercise Pricing Period”), . Furthermore the Company Holder shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during reduce the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required the Company has forced the Holder to exercise hereunder during the Forced Exercise Period by such number of shares of the Company’s Common Stock exercised by the terms Holder during the Forced Exercise Pricing Period. Provided however in the event that the Closing Bid Price of the Transaction Documents; and (v) none of Company’s Common Stock, as quoted by Bloomberg, LP, during the Forced Exercise Period is lower than the Forced Exercise Price the Company or any direct or indirect subsidiary of shall not have the Company is (1) subject right to any bankruptcy or insolvency proceeding or (2) in breach of force the Holder to exercise this Warrant, the Purchase Agreement in whole or any other Transaction Documentin part.

Forced Exercise. i. Subject to the Purchase Agreement provisions of this Section 2(e), if and subject only if (i) a registration statement shall be effective as to all of the Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), in Holder for the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of last thirty (30) consecutive days, (ii) the Common Stock shall be listed or quoted for trading on the Trading Market for the last thirty (30) days, (iii) there is a sufficient number of authorized shares of Common Stock for issuance of all of the Conversion Shares under the Preferred Stock then outstanding and issuable upon exercise in full of this Warrant and there is no existing Authorized Share Failure for the last thirty (30) days, (iv) there is no Triggering Event or any event that has occurred and, with passage of time or delivery of notice, would result in a Triggering Event for the last thirty (30) days, (v) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (vi) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates and (vii) the Holder has not been subject to any restriction or limitation on conversions of shares of Preferred Stock or trading in general from Holder’s prime broker which restricts at all the Holder’s conversions of shares of Preferred Stock then held by the Holder or conversions of any Warrant Shares for the last thirty (30) days, then the Company shall have the right to require the Holder to exercise a portion of this Warrant equal to up to $250,000 of aggregate Exercise Price into Conversion Shares (a “Forced Exercise”) on the thirtieth (30th) day following the Initial Exercise Date (such date, the “Forced Exercise Date”, which $250,000 of aggregate Exercise Price shall be allocated pro-rata among the Holders of the Warrants based on such Holder’s number of Warrants; provided, however, that in no event shall a Forced Exercise occur on any date on which there is not an effective registration statement for the issuance of all of the Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder or on any date on which there is an Authorized Share Failure. The Company may exercise its right to require a Forced Exercise under this Section 2(e) by delivering a written notice thereof to all, but not less than all, of the holders of Warrants issued under the Purchase Agreement (such notice, a “Forced Exercise Notice” and the date thereof, a “Forced Exercise Notice Date”) at least three (3) Trading Days prior to the Forced Exercise Date. For purposes of this Section 2(e), “Forced Exercise Date” shall be deemed to replace the date of delivery of the Notice of Exercise for all purposes hereunder as if the Holder delivered an Exercise Notice to the Company on the Forced Exercise Date. For the avoidance of doubt, if (“Pricing Period”)i) any Authorized Share Failure or any Triggering Event has occurred and is continuing, unless such Triggering Event has been waived in writing by the Holder, the Company shall have the right, upon prior written notice no right to the Holder (“effect a Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise NoticeExercise, provided that such Forced Exercise Date may not occur until at least ten Triggering Event shall have no effect upon the Holder’s right to exercise this Warrant in its discretion, and (10ii) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any a Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of on the Forced Exercise Notice Date even though certain conditions to the Forced Exercise Date may only be satisfied on the Forced Exercise Date, provided that the Forced Exercise shall be referred to herein as remain contingent upon the “Post-Notice Period”satisfaction of such conditions on the Forced Exercise Date. If the Company intends elects to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on cause a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise Forced Exercise of this Warrant pursuant to this Section if at any time during 2(e), then the Post-Notice Period or during Company must simultaneously take the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined same action in the Registration Rights Agreement) is covered by an effective registration statement in accordance same proportion with the terms respect to up to $250,000 of aggregate Exercise Price of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, Warrants issued under the Purchase Agreement or any other Transaction Document.Agreement.]3 _______________ 3 Series 1 Warrant only

Forced Exercise. i. Subject During the Exercise Period, if the Option Shares have been and continue to be registered with the SEC pursuant to the Purchase Registration Rights Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and requirements of subsection (f)(iid) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Pricing Period”)below have been met, the Company shall have the right, upon 10 Trading Days' prior written notice (the "Termination Notice") and subject to the Holder terms of this subsection (“Forced Exercise Notice”)c) and subsection (d) below, to compel all notify the Investor that it must exercise this Option within 10 Trading Days or this Option will terminate at the end of such 10 Trading Day period ("Termination Date"). The right to issue a portion of Termination Notice and to terminate this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified Option as provided in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten foregoing sentence will only be available if the closing bid price (10as reported by the Bloomberg financial network) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following Common Stock recorded on the last day of any Pricing Period. The period from the date Principal Market exceeds 175% of the Forced Exercise Notice to Price for the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) 30 consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights AgreementCertificate) is covered by an effective registration statement immediately preceding delivery of the Termination Notice and at all times thereafter through the Termination Date. In the event that the closing bid price of the Common Stock recorded on the Principal Market falls below 175% of the Exercise Price at any time before the Termination Date, any Termination Notice in accordance with effect shall become null and void, and this Option shall remain in full force and effect until the Expiration Date; PROVIDED, HOWEVER, that the Company shall again have the right to deliver a Termination Notice if the closing bid price of the Common Stock recorded on the Principal Market thereafter exceeds 175% of the Exercise Price for 30 consecutive Trading Days pursuant to the terms of the Registration Rights Agreement which registration statement is not this Section 3(c) and subject to any suspension or stop orders; (iiSection 3(d) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Documentbelow.

Forced Exercise. i. Subject (a) After the Effective Date, if the Conditions to Forced Exercise have been satisfied, the Corporation may force exercise of this Warrant by the Warrantholder, in whole or in part, as set forth in this Section 4, by delivering to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection (f)(ii) below), Warrantholder a notice thereof in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period of thirty (30) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder form annexed hereto (“Forced Exercise Notice”), to compel all or a portion duly completed and executed on behalf of this Warrant the Corporation. The aggregate number of Shares to be exercised on or prior with respect to all warrants issued pursuant to the date Purchase Agreement, the August 2012 Purchase Agreement and the 2010 Purchase Agreement, including this Warrant (the “Forced Exercise DateShares”) specified in the Forced Exercise Notice), provided that such Forced Exercise Date may shall not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion be less than 750,000 or greater than 50% of the Pricing Period, and must deliver any Forced Exercise Notice within five trading volume of the Common Stock during the twenty (520) Trading Days following the last day of any Pricing Period. The period from trading days preceding the date of the Forced Exercise Notice to Notice. Within forty (40) business days after receipt of the Forced Exercise Date Notice, the Warrantholder shall deliver to the Corporation a Notice of Exercise as set forth in Section 3(a) for the Forced Shares applicable to this Warrant. If at any time prior to the delivery of the Notice of Exercise by the Warantholder, the Conditions to Forced Exercise cease to be met, the Forced Exercise Notice shall be referred deemed to herein as have been revoked. (b) In no event shall the “Post-Warrantholder be forced to exercise in excess of 50% of all Shares issuable hereunder nor shall the Corporation be permitted to deliver more than one Forced Exercise Notice Period”in any three (3) month period. If the Company intends to force Corporation forces an exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during 4, it must then simultaneously take the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined same action in the Registration Rights Agreement) is covered by an effective registration statement in accordance same proportion with the terms of the Registration Rights Agreement which registration statement is not subject respect to any suspension or stop orders; (ii) the resale of such Registrable Securities may be effected other warrants issued pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; Purchase Agreement. (iiic) the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach For purposes of this Warrant, the Purchase Agreement or any other Transaction Document.Section 4:

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 0.80 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty fifteen (2015) Trading Days during any period of thirty twenty (3020) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five thirty (3530) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities Underlying Shares (as defined in the Registration Rights Purchase Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is Underlying Shares are listed or quoted on an Eligible a Trading Market, such Registrable Securities Underlying Shares are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Daily Dollar Trading Volume exceeds $30,000, where the “Daily Dollar Trading Volume” means the number of shares of Common Stock traded on the Trading Market on a particular Trading Day multiplied by the VWAP for such day.

Forced Exercise. i. Subject to the Purchase Agreement and subject to the terms set forth herein (including without limitation subsection 2(d) above and subsection subsections (f)(ii) and (f)(iii) below), in the event that the daily VWAP of the Company’s Common Stock (as reported by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 1.20 (as appropriately and equitably adjusted for stock splits, reverse stock splits, stock dividends and the similar events) for twenty fifteen (2015) Trading Days during any period of thirty twenty (3020) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five thirty (3530) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities Underlying Shares (as defined in the Registration Rights Purchase Agreement) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to any suspension or stop orders; (ii) the resale of such Registrable Securities Underlying Shares may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iii) the Common Stock is Underlying Shares are listed or quoted on an Eligible a Trading Market, such Registrable Securities Underlying Shares are listed, or approved for listing prior to issuance, on such Eligible Trading Market, the Common Stock is not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; (iv) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of the Company is (1) subject to any bankruptcy or insolvency proceeding or (2) in breach of this Warrant, the Purchase Agreement or any other Transaction Document; (vi) the VWAP exceeds $0.50 (as such figure shall be appropriately and equitably adjusted for stock splits, stock combinations, stock dividends and similar events); and (vii) the Daily Dollar Trading Volume exceeds $30,000, where the “Daily Dollar Trading Volume” means the number of shares of Common Stock traded on the Trading Market on a particular Trading Day multiplied by the VWAP for such day.

Forced Exercise. i. Subject to the Purchase Agreement limitations on exercise set forth in Section 1 and subject so long as for at all times during the period beginning thirty (30) trading days prior to the terms set forth herein Forced Exercise Trigger Date (as defined below) and ending on the Company Exercise Date (as defined below) (i) all of the shares of Common Stock issuable upon exercise of this Warrant are then (x) authorized and reserved for issuance, (y) registered for re-sale under the Securities Act by the holder of this Warrant and sales of such shares may be made thereunder (or such shares may otherwise be resold publicly without restriction (including without limitation subsection 2(das to volume)) above and subsection (f)(iiz) beloweligible to be traded on the NNM, the NYSE, the AMEX or Nasdaq SmallCap (each as defined in the Securities Purchase Agreement) and (ii) there is not then a continuing Redemption Event (as defined in the Certificate of Designation (as defined in the Securities Purchase Agreement) (the "Certificate of Designation")), in then, at any time after the event that the daily VWAP twenty-four (24) month anniversary of the Company’s Common Stock (as reported date the Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement is declared effective by the Eligible Trading Market on which the Common Stock is traded) is greater than $3.75 SEC (as appropriately and equitably adjusted subject to extension for stock splits, reverse stock splits, stock dividends and the similar events) for twenty (20) Trading Days during any period each trading day following effectiveness that sales of thirty (30) consecutive Trading Days (“Pricing Period”), the Company shall have the right, upon prior written notice to the Holder (“Forced Exercise Notice”), to compel all or a portion of this Warrant to be exercised on or prior the date (“Forced Exercise Date”) specified in the Forced Exercise Notice, provided that such Forced Exercise Date may not occur until at least ten (10) Trading Days following the date on which the Holder receives the Forced Exercise Notice. The Company may not deliver any Forced Exercise Notice until after the completion of the Pricing Period, and must deliver any Forced Exercise Notice within five (5) Trading Days following the last day of any Pricing Period. The period from the date of the Forced Exercise Notice to the Forced Exercise Date shall be referred to herein as the “Post-Notice Period”. If the Company intends to force exercise of less than all of the then outstanding A Warrants issued under the Purchase Agreement, it shall do so on a pro rata basis among such holders in accordance with this Section. ii. Notwithstanding anything to the contrary herein, the Company shall be prohibited from exercising its right to force exercise of this Warrant pursuant to this Section if at any time during the Post-Notice Period or during the thirty-five (35) consecutive Trading Days immediately preceding such Post-Notice Period there fails to exist “Effective Registration”. “Effective Registration” shall mean (i) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered cannot be made pursuant to the Registration Statement (whether by an effective registration statement reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of the Registration Rights Agreement which registration statement is not subject to Agreement, during an Allowed Delay (as defined in the Registration Rights Agreement) or otherwise)), the Company shall have the right within five (5) trading days of any suspension or stop orders; trading day (iia "Forced Exercise Trigger Date") on which, and for a period of thirty (30) consecutive trading days prior thereto, the resale Closing Bid Price (as defined in the Certificate of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance; (iiiDesignation) of the Common Stock is listed or quoted on an Eligible Trading Market, such Registrable Securities are listed, or approved for listing prior to issuance, on such Eligible Trading Market, greater than 175% of the Common Stock is not Exercise Price (subject to any trading suspension (nor shall trading generally have been suspended on such exchange or marketadjustment for stock splits, stock dividends and similar transactions), and to deliver written notice (the "Company shall Exercise Notice") to the holder of this Warrant (which notice may not have been notified be sent to the holders of any pending or threatened proceeding or other action to delist or suspend the Common Stock on such Eligible Trading Market on which the Common Stock is then traded or listed; this Warrant (iva) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Transaction Documents; and (v) none of the Company or any direct or indirect subsidiary of until the Company is (1) subject permitted to any bankruptcy or insolvency proceeding or (2) in breach of exercise this Warrant, the Purchase Agreement or any other Transaction Document.Warrant pursuant