Common use of Forced Exercise Clause in Contracts

Forced Exercise. (i) If at any time following the Effective Date, (A) the Closing Bid Price of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) 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 “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), 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” 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”) 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 Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the 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 either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.

Forced Exercise. Subject to the provisions of Section 2(d) and this Section 2(f), if, after the Effective Date the VWAP for each of 20 consecutive Trading Days (i) If at any time following the “Measurement Period”, which 20 Trading Day period shall not have commenced until after the Effective Date, (A) the Closing Bid Price exceeds 150% of the Common Stock is equal to or greater than $2.625 then Exercise Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Threshold Price”) for a period of ten (10) 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 “Forced Exercise Measuring Period”), and (Bii) no Equity Conditions Failure shall exist (collectivelythe Holder is not in possession of any information that constitutes, the “Forced Exercise Conditions”)or might constitute, material non-public information, then the Company shall have may, within one Trading Day of the right to require the Holder to end of such period, call for exercise of all or any portion of this Warrant as designated in for which a Forced Notice of Exercise has not yet been delivered (such right, a “Call”). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), as of then the Forced Exercise Date (as defined below) (a “Forced Exercise”); provided, that Holder must exercise 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 portion of this Warrant under this Section 2(f) by delivering a written notice thereof by facsimile subject to such Call Notice, and overnight courier to the Holder and the Transfer Agent (the “Forced Exercise Notice” and the date such notice is deemed delivered to all if any part of the holders is referred to as consideration shall not have been received by the “Forced Exercise Notice Call Date”, this entire Warrant will be cancelled at 6:30 p.m. (New York City time) no later than two (2) Trading Days after on 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”) which date shall be the fifth (5th) tenth Trading Day after the Forced Exercise 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 provisions of this Section 2(f), (B) the aggregate number Company may deliver subsequent Call Notices for any portion of this Warrant Shares of for which the Company shall not have delivered a Call Notice or which 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 Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the 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 either be effected as a cash exercise or on a cashless basis, at not otherwise been previously exercised by the Holder’s sole discretion. Notwithstanding anything to the contrarycontrary set forth in this Warrant, no the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such redemption Call Notice will be void), unless, from the beginning of the 20th consecutive Trading Day used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under this Section the Transaction Documents, and (v) the issuance of the shares shall result in not cause a breach of any Holder exceeding provision of 2(d) herein. The Company’s right to Call the Beneficial Ownership LimitationWarrant shall be exercised ratably among the Holders based on each Holder’s initial purchase of Warrants.

Forced Exercise. In the event that the Closing Sale Price per share of Common Stock exceeds thirty dollars ($30) (appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period) for twenty (20) consecutive Trading Days (such period, the “Forced Exercise Period”), then the Company may, at its sole discretion, if the Equity Conditions are then satisfied, provide written 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), at the Holder’s option. So long as the Holder delivers 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 has been delivered by the Company, then on or prior to the earlier of (i) If at any time the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the Effective date on which the Forced Exercise Notice has been delivered by the Company, or, if the Holder does not deliver 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 has been delivered by the 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 (AX) 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 Holder or its designee, 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 (a) the Equity Conditions do not remain satisfied on each Trading Day through the date of the Forced Exercise Notice 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 Period through the date of the Forced Exercise Notice solely due to the fact that the 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 1(f) such that the Holder together with the other Attribution Parties collectively shall beneficially own in the aggregate the Maximum Percentage of the number of shares of Common Stock outstanding as of the Forced Exercise Closing. Notwithstanding the foregoing, if the average daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market during such Forced Exercise Period (the “Average DDT Volume”) is equal to or greater less than ten million dollars ($2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date10,000,000) (the “Trigger PriceMinimum Volume”), then such exercise of this Warrant shall be limited to a number of shares of Common Stock equal to the lesser of (1) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days on which the condition in this clause product of: (A) is satisfied are referred the aggregate number of shares of Common Stock originally subject to herein as this Warrant (adjusted for any stock dividend, stock split, stock combination, reclassification 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 Measuring Period”)Period divided by the Minimum Volume, and (B2) no Equity Conditions Failure shall exist the aggregate number of shares of Common Stock then subject to this Warrant (collectivelyadjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction that has occurred since the “Forced Exercise Conditions”), Issuance Date) assuming a cash exercise of the Warrant. The Company shall have the may not exercise its right to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), 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” and the date such notice is deemed delivered to all of the holders is referred to as the “Forced Exercise Notice Date”) no later more 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”) 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 Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the 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 either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result once in any Holder exceeding the Beneficial Ownership Limitationthirty (30) day period.”

Forced Exercise. (i) If at At any time following twenty (20) Trading Days prior to the Effective Date, six (A6) the Closing Bid Price month anniversary of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) Issuance Date (the “Trigger Price”) for a period of ten (10) 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 “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”"Eligibility Date"), the Company shall have the right may, by delivering a notice to require the Holder at least twenty (20) Trading Days prior to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), as of the proposed 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” " and the date such notice is deemed delivered to all of received by the holders is referred to as 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 the number of Warrant Shares to which the forced exercise relates in the Forced Exercise Notice (the "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 following shall be true: (i) there is no later Equity Conditions Failure (unless the 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 for twenty (20) consecutive Trading Days occurring after the Issuance Date (the "Forced Exercise Measuring Period") shall exceed $2.55 (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 the applicable satisfaction of Forced Exercise Measuring Period. The Conditions and each Forced Exercise Notice delivered 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 irrevocable true: (i) there is no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure) and shall state (ii) (A) the date on which the Forced Exercise shall occur (the “Forced Exercise Date”) 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 arithmetic average 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 Weighted Average Price of the Common Stock during each shall exceed $2.55 (subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events) for twenty (20) consecutive Trading Day in Days immediately prior to the Forced Exercise Date (the "Forced Exercise Bring Down Measuring Period equaled or exceeded the Trigger Price Period") and (y) no Equity Conditions Failure exists, and (DB) the number of shares traded on each Trading Day during the Forced Exercise Bring Down Measuring Period is greater than 30% of Common Stock to be issued the Forced Exercise Share Number (clauses (i) and (ii), the "Forced Exercise Bring Down Conditions"). The Company shall 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"), which notice shall certify whether or not the Forced Exercise Warrant Share Amount”)Bring Down Conditions have been satisfied. Each If the Forced Exercise shall either be effected as a cash exercise or on a cashless basis, Bring Down Conditions have not been satisfied at such time (and are not waived by the Holder’s sole discretion), the Forced Exercise Notice will be null and void, ab initio. Notwithstanding anything the foregoing, nothing in this subsection shall prevent the Holder from exercising this Warrant, in whole or part, on or prior to the contraryForced 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. Upon an Equity Conditions Failure, no the Holder may revoke any Exercise Notice delivered after the Forced Exercise Notice is received by the Holder and the Company, within one (1) Business Day of such redemption under this Section revocation, shall result in return the Aggregate Exercise Price applicable to any such Exercise Notice(s) to the Holder exceeding by wire transfer of immediately available funds and any Warrants so exercised shall be deemed reinstated and returned to the Beneficial Ownership LimitationHolders, if applicable.

Forced Exercise. (a) If (1) (i) If at any time following the Effective Date, (A) arithmetic average of the Closing Bid Price Weighted Average Prices of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) consecutive Trading Days (the ten (10) consecutive Trading Days ending on which the condition in this clause Trading Day immediately preceding the Initial Exercisability Date exceeds 125% of the Exercise Price on the Issuance Date or (Aii) is satisfied are referred to herein 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 Measuring Period”), Event") and (B2) no there is not then an Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”)Failure, the Company shall have the right to require the Holder to exercise all or any portion of the unexercised portion of this Warrant Warrant, in each case as designated in a Forced Exercise Notice (as defined below), into fully paid, validly issued and nonassessable shares of Common Stock in accordance with Section 1(a) hereof at the Exercise Price as of the Forced Exercise Date (as defined below) (each, 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 a Forced Exercise under this Section 2(f5 by delivering, by not later than two (2) by delivering Trading Days following the occurrence of the applicable Forced Exercise Event, a written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holder holders of the SPA Warrants and the Transfer Agent (the “"Forced Exercise Notice” " and the date such notice is deemed delivered to all of the holders received such notice by facsimile is referred to as the “"Forced Exercise Notice Date”"). The Forced Exercise Notice shall be irrevocable and shall be considered received by each Holder for all purposes (and the Company shall not be required to confirm receipt or transmission) no later 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 after following 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”) which date shall be the fifth (5th) Trading Day after receipt of the Forced Exercise Notice by the Holder (the "Forced Exercise Date, ") and (B) the aggregate number of Warrant Shares of which the Company has elected to be 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 2(f5 (the "Holders' Aggregate Forced Exercise Share Number") (and such similar section in analogous provisions under the other SPA Warrants); and (ii) certify that there has been no Equity Conditions Failure; provided, (C) (x) however, that the Closing Bid Price Company may not require a Forced Exercise under this Section 5 in excess of the Common Stock during each Trading Day in Holder Pro Rata Amount of the Forced Exercise Measuring Period equaled or exceeded Volume Limitation. Notwithstanding the Trigger Price and foregoing, the Company may not deliver more than one (y1) no Forced Exercise Notice hereunder. If the Equity Conditions Failure existswere 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, 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 void ab initio and (D) the number of shares of Common Stock to be issued 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 this Warrant, in whole or part, on or prior to the Forced Exercise Warrant Share Amount”)Date. Each 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. Upon an Equity Conditions Failure, the Holder may revoke any Exercise Notice delivered after the Forced Exercise Notice is received by the Holder and the Company, within one (1) Business Day of such revocation, shall either be effected as a cash exercise or on a cashless basis, at return the Holder’s sole discretion. Notwithstanding anything Aggregate Exercise Price applicable to any such Exercise Notice(s) to the contraryHolder by wire transfer of immediately available funds and any SPA Warrants so exercised shall be deemed reinstated and returned to the Holders, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationif applicable.

Forced Exercise. Subject to the limitations on exercise set forth in Section 1 and so long as for at all times during the period beginning thirty (30) trading days prior to the Forced Exercise Trigger Date (as defined below) and ending on the Company Exercise Date (as defined below) (i) If 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 as to volume)) and (z) eligible 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")), then, at any time following after the Effective Date, twenty-four (A24) the Closing Bid Price month anniversary of the Common Stock date the Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement is equal to or greater than $2.625 declared effective by the SEC (subject to adjustment extension for forward and reverse stock splitseach trading day following effectiveness that sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot be made pursuant to the Registration Statement (whether by 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, recapitalizations, stock dividends and during an Allowed Delay (as defined in the like after the Initial Exercise DateRegistration Rights Agreement) (the “Trigger Price”) for a period of ten (10) 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 “Forced Exercise Measuring Period”or otherwise), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise all or within five (5) trading days of any portion of this Warrant as designated in trading day (a "Forced Exercise Notice Trigger Date") on which, and for a period of thirty (as defined below)30) consecutive trading days prior thereto, 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” 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”) 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 (as defined in the Certificate of Designation) of the Common Stock during each Trading Day in is greater than 175% of the Forced Exercise Measuring Period equaled or exceeded Price (subject to adjustment for stock splits, stock dividends and similar transactions), to deliver written notice (the Trigger Price and (y"Company Exercise Notice") no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date holder of this Warrant (the “Forced Exercise Warrant Share Amount”). Each Forced Exercise shall either which notice may not be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything sent to the contrary, no such redemption under holders of this Section shall result in any Holder exceeding Warrant (a) until the Beneficial Ownership Limitation.Company is permitted to exercise this Warrant pursuant

Forced Exercise. (i) If at any time following the Effective Date, (A) the Closing Bid Price of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Issue Date) (the “Trigger Price”) for a period of ten (10) 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 “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise all or any portion of this Warrant as designated in a Forced Exercise Notice (as defined below), 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” 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”) 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 Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the 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 either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.

Forced Exercise. (i) If at any time following from and after the Effective Issuance Date (the "Forced Exercise Eligibility Date"), (A) the Closing Bid Price arithmetic average of the VWAP of the Common Stock is equal to or greater than $2.625 for any twenty (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and 20) Trading Days during a consecutive twenty (20) Trading Day period that commences following the like after the Initial Forced Exercise Date) Eligibility Date (the “Trigger Price”) for a period of ten (10) 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 “"Forced Exercise Measuring Period”)") equals or exceeds $5.00 (subject to appropriate adjustments for any stock dividend, and (B) no Equity Conditions Failure shall exist (collectivelystock split, stock combination, reclassification or similar transaction after the “Forced Exercise Conditions”Issuance Date), the Company shall have the right to require the Holder to exercise all or any portion of the unexercised portion of this Warrant Warrant, in each case as designated in a the Forced Exercise Notice (as defined below)) into fully paid, 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”"); 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 Forced Exercise under this Section 2(f) 5 by delivering within not more than two (2) Trading Days following the 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 holders of Warrants and the Transfer Agent (the “"Forced Exercise Notice” " and the date such notice is deemed delivered to all of the holders received such notice by facsimile 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 irrevocable. The Forced Exercise Notice shall state (A) the date on which Trading Day selected for the Forced Exercise shall occur (the “Forced Exercise Date”) Exercise, which date Trading Day shall be the fifth no sooner than twenty (5th20) Trading Day after Days nor later than forty (40) Trading Days following the Forced Exercise Notice Date (the "Forced Exercise Date"), (B) the aggregate number of Warrant Shares of which the Company has elected to be subject to Forced Exercise from the Holder (the "Forced Exercise Share Number") and all of the holders of the Warrants pursuant to this Section 2(f5 (the "Holders'Aggregate Forced Exercise Share Number") (and such similar section in analogous provisions under the other Warrants), and (C) (x) that the Closing Bid Price of the Common Stock during each Trading Day in the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date Date. Notwithstanding the foregoing, the Company may not deliver more than two (the “2) Forced Exercise Warrant Share Amount”). Each Notices hereunder and a Forced Exercise shall either Notice may not be effected as a cash exercise or on a cashless basis, delivered until at least thirty (30) Trading Days after the Holder’s sole discretionimmediately preceding Forced Exercise Date. Notwithstanding anything the foregoing, nothing in this subsection shall prevent the Holder from exercising this Warrant, in whole or part, on or prior to the contrary, no such redemption under this Section shall result in any Holder exceeding Forced Exercise Date. The Company covenants and agrees that it will honor all Exercise Notices tendered from the Beneficial Ownership Limitationtime of delivery of the Forced Exercise Notice through the Forced Exercise Date.

Forced Exercise. Subject to the provisions of this Section 2(e), if and only if (i) If at any time following a registration statement shall be effective as to all of the Effective DateWarrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder for the last thirty (30) days, (Aii) the Closing Bid Price of the Common Stock shall be listed or quoted for trading on the Trading Market for the last thirty (30) days, (iii) there is equal to 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 greater than $2.625 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 adjustment 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 forward and reverse stock splitsthe last thirty (30) days, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) 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 “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), then the Company shall have the right to require the Holder to exercise all or any a portion of this Warrant as designated in a Forced equal to up to $250,000 of aggregate Exercise Notice (as defined below), as of the Forced Exercise Date (as defined below) 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 any in no event shall a Forced Exercise hereunder shall be cancelled occur on any date on which there is not an effective registration statement for the issuance of all of the Warrant Shares and deemed null and void if the prospectus thereunder available for use by the Company fails for the sale of all such Warrant Shares to satisfy the Holder or on any of the Forced Exercise Conditions during any of the Trading Days in the period commencing date on and including the Forced Exercise Notice Date and ending on and including the Forced Exercise Datewhich there is an Authorized Share Failure. The Company may exercise its right to require exercise of this Warrant a Forced Exercise under this Section 2(f2(e) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holder and holders of Warrants issued under the Transfer Agent Purchase Agreement (the such notice, a “Forced Exercise Notice” and the date such notice is deemed delivered to all of the holders is referred to as the thereof, a “Forced Exercise Notice Date”) no later than two at least three (23) Trading Days after prior to the applicable Forced Exercise Measuring PeriodDate. The 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 (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 no right to effect a Forced Exercise, provided that such Triggering Event shall have no effect upon the Holder’s right to exercise this Warrant in its discretion, and (ii) the Company may deliver a Forced Exercise Notice delivered shall on the Forced Exercise Notice Date even though certain conditions to the Forced Exercise may only be irrevocable and shall state (A) satisfied on the date on which Forced Exercise Date, provided that the Forced Exercise shall occur (remain contingent upon the “satisfaction of such conditions on the Forced Exercise Date”) which date shall be . If the fifth (5th) Trading Day after the Company elects to cause a Forced Exercise Notice Date, (B) the aggregate number of this 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 2(e), then the Company must simultaneously take the same action in the other Warrants), (C) (x) that the Closing Bid same proportion with respect to up to $250,000 of aggregate Exercise Price of the Common Stock during each Trading Day in Warrants issued under the Forced Exercise Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the number of shares of Common Stock to be issued to the Holder on the Forced Exercise Date (the “Forced Exercise Purchase Agreement.]3 _______________ 3 Series 1 Warrant Share Amount”). Each Forced Exercise shall either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation.only

Forced Exercise. (i) If Notwithstanding anything herein to the contrary, if at any time following the Effective Date, date which is nine (A9) months following the Closing Bid Price 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 appropriate and equitable adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like that occur after the Initial Exercise Original Issue Date) (the “Trigger Price”) for a period of ten (10) 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 “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), then the Company shall have may, within 1 Trading Day after the right to require the Holder to exercise all or end of any portion of this Warrant as designated in a Forced Exercise Notice (as defined below)such Threshold Period, 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 deliver a written notice thereof by facsimile and overnight courier to the Holder and the Transfer Agent (the “a "Forced Exercise Notice” " and the date such notice is deemed delivered to the Holder, the "Forced Exercise Notice Date") to cause the Holder to exercise this Warrant, in whole or in part, as specified in such Forced Exercise Notice ("Forced Exercise") on or prior to the tenth Trading Day following the Holder's receipt of such Forced Exercise Notice (such date, the "Forced Exercise Date"). The Company may not deliver a Forced Exercise Notice, and any Forced Exercise Notice delivered by the Company shall not be effective, unless all of the Equity Conditions (as defined in the Notes) 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 subject to Forced Exercise hereunder. For purposes of clarification, a Forced Exercise shall be subject to all of the holders is referred to as provisions of Section 2, including, without limitation, the “provision requiring payment of liquidated damages and limitations on conversions. If any 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”) 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 Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the 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 either cannot be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything due to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitation, then the Holder shall furnish the Company with the calculation showing that such Beneficial Ownership Limitation would otherwise be exceeded.

Forced Exercise. (i) If at any time following the Effective Date, (A) the Closing Bid Price of the Common Stock is equal to or greater than $2.625 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date) (the “Trigger Price”) for a period of ten (10) 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 “Forced Exercise Measuring Period”), and (B) no Equity Conditions Failure shall exist (collectively, the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise all or any portion of this Warrant as designated in a an Forced Exercise Notice (as defined below), 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” 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”) 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 Measuring Period equaled or exceeded the Trigger Price and (y) no Equity Conditions Failure exists, and (D) the 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 either be effected as a cash exercise or on a cashless basis, at the Holder’s sole discretion. Notwithstanding anything to the contrary, no such redemption under this Section shall result in any Holder exceeding the Beneficial Ownership Limitationexercise.