During the period (the “ Forced Exercise Eligibility Period ” and each Trading Day in such period, a “ Forced Exercise Eligibility Date ”) commencing on the date a Forced Exercise Registration Statement (as defined in the definition of “Equity Conditions” below) is initially declared effective by the SEC through, and including, the Expiration Date (the “ Eligibility Date ”), so long as (I) no Equity Conditions Failure then exists (unless waived in writing by the Holder), (II) no Forced Exercise (as defined below) has occurred in the twenty (20) Trading Day period immediately prior to the applicable date of determination, and (III) at any time prior to such date of determination the Holder shall not have exercised this Warrant into, in the aggregate, at least the Aggregate Eligible Forced Exercise Amount (as defined in Schedule I attached hereto) applicable to such date of determination (and, in such case, the difference between such applicable Aggregate Eligible Forced Exercise Amount and the actual aggregate number of Warrant Preferred Shares that have been issued prior to such date of determination, the “ Available Forced Exercise Amount ”), the Company shall have the right to require the Holder to exercise this Warrant into up to such aggregate number of fully paid, validly issued and non-assessable Warrant Preferred Shares equal to the lesser of (x) 1,000 and (y) the then Available Forced Exercise Amount of Warrant Preferred Shares, as designated in the applicable Forced Exercise Notice (as defined below), to be issued and delivered in accordance with Section 1(a) hereof (each, a “ Forced Exercise ”). The Company may exercise its right to require a Forced Exercise under this Section 1(d) by delivering a written notice thereof, at one, or more times, by facsimile or electronic mail to all, but not less than all, of the holders of SPA Preferred Warrants (each, a “ Forced Exercise Notice ”, and the date thereof, each a “ Forced Exercise Notice Date ”). For purposes of Section 1(a) hereof, “Forced Exercise Notice” shall be deemed to replace “Exercise Notice” for all purposes thereunder as if the Holder delivered an Exercise Notice 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 1(d), which Trading Day shall be the third (3rd) Trading Day following the applicable Forced Exercise Eligibility Date (each, a “ Forced Exercise Date ”), (ii) the aggregate portion of this Warrant and the SPA Preferred Warrants subject to forced exercise from the Holder and all of the holders of the SPA Preferred Warrants pursuant to this Section 1(d) (and analogous provisions under the SPA Preferred Warrants), (iii) the Available Forced Exercise Amount applicable to the Holder (including calculations and any other documents reasonably requested by the Holder with respect thereto) and (iv) that there has been no Equity Conditions Failure (or specifying any such Equity Conditions Failure that then exists, with an acknowledgement that unless such Equity Conditions are waived, in whole or in part, such Forced Exercise Notice will be invalid). Notwithstanding anything herein to the contrary, if an Equity Conditions Failure occurs at any time after a Forced Exercise Notice Date and prior to the related Forced Exercise Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the applicable Equity Conditions Failure, the Forced Exercise shall be cancelled and the applicable Forced Exercise Notice shall be null and void. For the avoidance of doubt, if any Triggering Event has occurred and continuing, unless such Triggering Event (as defined in the Certificate of Designations) has been waived, in whole or in part, in writing by the Holder, 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.