Exhibit 4.2


 


REPRESENTATIVE’S PURCHASE WARRANT


 


ADVANCED
HUMAN IMAGING LIMITED


 


	Warrant ADSs: _________1	Original Issuance Date: _____, 2021
	 	 
	 	Initial Exercise Date: _____, 20222





 


This REPRESENTATIVE’S
PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m.
(New York City time) on ____, 20263 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Advanced Human Imaging Limited, an Australian corporation with
Australian Company Number 602 111 115 (the “Company”), up to _____ ordinary shares, no par value (the “Ordinary
Shares”) represented by _______ American Depositary Shares (the “ADS”) as subject to adjustment hereunder
(the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price,
as defined in Section 2(b).


 


Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Underwriting Agreement (the
“Underwriting Agreement”), dated _____, 2021, between the Company and Maxim Group LLC, as representative of the several
Underwriters named in Schedule A thereto.


 


Section 2. Exercise.


 


a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy
or PDF copy submitted by email (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant ADSs specified in the applicable Notice of Exercise by wire transfer unless the cashless exercise procedure specified in Section
2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant
ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company
for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect
of lowering the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased.
The Holder and the Company shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases. The Company
shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a
portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given time may be less than
the amount stated on the face hereof.


 


b) Exercise
Price. The exercise price per ADS under this Warrant shall be $____4,
subject to adjustment hereunder (the “Exercise Price”).


 





 






	1	Insert 5% of the total shares sold in the Offering.



	2	Insert the six month anniversary of the effective date of
the registration statement.



	3	Insert the five year anniversary of the effective date of
the registration statement.



	4	Insert 120% of the public offering price of the shares.



 






    


     


    

 


c) Cashless
Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which
the Holder shall be entitled to receive a number of Warrant ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)
both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of
Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP
on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the ADSs on the principal
Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such
Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter
(including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof
or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice
of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such
Trading Day;


 


(B) = the Exercise
Price of this Warrant, as adjusted hereunder; and


 


(X) = the number
of Warrant ADSs that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.


 


“Bid Price” means,
for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quoted on a
Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading Market on which the
ADSs are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New
York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs for such date (or
the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX
and if prices for the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the ADSs so reported, or (d) in all other cases, the fair market value
of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“VWAP” means, for
any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quoted on The New
York Stock Exchange, the NYSE American or any tier of The Nasdaq Stock Market (each, a “Trading Market”), the daily
volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading Market on which the ADSs are then
listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a trading day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if the ADSs are listed or quoted on the OTCQB or OTCQX (each as operated by OTC Markets
Group, Inc., or any successor market), the volume weighted average price of the ADSs for such date (or the nearest preceding date) on
OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on the OTCQB or OTCQX Markets and if prices for
the ADSs are then reported in the OTC Pink Market published by OTC Markets Group Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value
of an ADS as determined by an independent appraiser selected in good faith by the Board of Directors of the Company and reasonably acceptable
to the Holder, the fees and expenses of which shall be paid by the Company.


 






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If Warrant ADSs
are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,
the Warrant ADSs shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position
contrary to this Section 2(c).


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).


 


d) Mechanics
of Exercise.


 


i.
Delivery of Warrant ADSs Upon Exercise. The Company shall deposit the Ordinary Shares subject to such exercise with The Bank of
New York Mellon, the Depositary for the ADSs (the “Depositary”) and instruct the Depositary to credit the account
of the Holder’s in book entry format at the transfer agent to the Company without a legend. If eligible, the Depositary may credit
the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit/Withdrawal At Custodian
system (“DWAC”) if the Depositary is then a participant in such system and either (A) there is an effective registration
statement permitting the issuance of the ADSs to, or the resale of the Warrant ADSs by, the Holder or (B) this Warrant is being exercised
via cashless exercise and otherwise by electronic (registered in book-entry format) or physical delivery to the address specified by
the Holder in the Notice of Exercise, in each case by the date that is the later of (y) the earliest of (i) five (5) Trading Days after
the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after
the delivery to the Company of the Notice of Exercise and (z) five (5) Trading Days after delivery of the aggregate Exercise Price to
the Company (such date, the “Warrant ADS Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant ADSs with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the Warrant ADSs, provided that payment of the aggregate Exercise Price (other than
in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period following delivery of the Notice of Exercise. If the Depository fails for any reason to deliver to the
Holder the Warrant ADSs subject to a Notice of Exercise by the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash,
as liquidated damages and not as a penalty, for each $1,000 of Warrant ADSs subject to such exercise (based on the VWAP of the Ordinary
Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant ADS Delivery Date until such Warrant ADSs
are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program
so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the
standard settlement period, expressed in a number of Trading Days, on the Australian Securities Exchange (“ASX”) or,
if the Ordinary Shares are not trading on the ASX, the Company’s primary Trading Market, with respect to the Ordinary Shares as
in effect on the date of delivery of the Notice of Exercise.


 


ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant evidencing the rights
of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all other respects be identical
with this Warrant.


 






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iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant ADSs pursuant to Section 2(d)(i) by
the Warrant ADSs Delivery Date, then the Holder will have the right to rescind such exercise in respect of the untransmitted Warrant ADSs
(with the effect that the Holder’s right to acquire such Warrant ADSs pursuant to this Warrant shall be restored) and the Company
shall return to the Holder the aggregate Exercise Price paid to the Company for such Warrant ADSs.


 


iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to the Holder, if the
Company fails, other than as required by law, to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the
provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant ADSs Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases,
ADSs to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise
(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant ADSs that the Company was required to deliver to the Holder in connection with the exercise at issue times (2)
the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate
the portion of the Warrant and equivalent number of Warrant ADSs for which such exercise was not honored (in which case such exercise
shall be deemed rescinded) or deliver to the Holder the number of ADSs that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder. For example, if the Holder purchases ADSs having a total purchase price of $11,000 to
cover a Buy-In with respect to an attempted exercise of Warrants with an aggregate sale price giving rise to such purchase obligation
of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder
shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the
Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver ADSs upon exercise of the Warrant as required pursuant to the terms hereof.


 


v. No
Fractional Ordinary Shares or Warrant ADSs. No fractional Ordinary Shares or Warrant ADSs representing fractional shares shall be
issued upon the exercise of this Warrant. As to any fraction of an ADS which the Holder would otherwise be entitled to purchase upon such
exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Exercise Price or round up to the next whole ADS.


 


vi. Charges,
Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid by the Company, and such Warrant
ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto,
the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Depositary fees required
for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation
performing similar functions) required for same-day electronic delivery of the Warrant ADSs. The Company shall pay all applicable fees
and expenses of the Depositary in connection with the issuance of the Warrants ADSs hereunder.


 






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vii. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof; provided, however, that the foregoing shall not be deemed or construed to limit any rights of the Depositary
under the terms and provisions of the deposit agreement among, inter alia, the Company and the Depositary.


 


viii. Re-sale
of Underlying Ordinary Shares. On each issue of Ordinary Shares underling Warrant ADSs as a result of each exercise of this Warrant,
the Company must either; (A) lodge a cleansing statement under section 708A(5)(e) of the Corporations Act (Cth) (Corporations Act)
(Cleansing Statement) with the ASX within five Business days of the date of issue of the Ordinary Shares; or (B) if the Company
is unable to issue a Cleansing Statement, use best efforts on or before the Warrant ADS Delivery Date but in any event no later
than 20 Business Days after the date of issue, lodge a cleansing prospectus under section 713 of the Corporations Act with the Australian
Securities and Investments Commission and do all such things necessary to satisfy section 708A(11) of the Corporations Act, such that
those Ordinary Shares shall be capable of re-sale in Australia and on the ASX.


 


ix. Admission
to Trading. The Company shall issue an Appendix 3B and/or Appendix 2A to the ASX and take all other action reasonably necessary on each
issue of Ordinary Shares underlying Warrant ADSs as a result of each exercise of this Warrant such that those Ordinary Shares shall be
capable of being traded on the ASX on and from their date of issue.


 


e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the
number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary
Shares underlying such Warrant ADSs issuable upon exercise of this Warrant with respect to which such determination is being made, but
shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any
group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely
on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent annual report on Form 20-K, report on
Form 6-K or other public filings filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or
(C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding.  Upon
the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number
of Ordinary Shares then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties
since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation”
shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Ordinary Shares outstanding
immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to
the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance
of ADSs upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase
in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial
Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 






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Section 3. Certain
Adjustments.


 


a) Reconstruction
of Capital. If the Company, at any time while this Warrant is outstanding: (i) subdivides outstanding ADSs or Ordinary Shares into
a larger number of ADSs or Ordinary Shares, as applicable, or (ii) combines (including by way of reverse share split) outstanding ADSs
or Ordinary Shares into a smaller number of ADSs or Ordinary Shares, as applicable, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of ADSs (excluding treasury shares, if any) outstanding immediately before such
event and of which the denominator shall be the number of ADSs outstanding immediately after such event, and the number of shares issuable
upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.
Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 


b) Participation
in new issues. There are no participation rights or entitlements inherent in this Warrant and the Holder is not entitled to participate
in new issues of capital offered to the holders of ADSs or Ordinary Shares prior to the exercise of the Warrant.


 


c) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the case may be. For purposes
of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number
of Ordinary Shares (including Ordinary Shares underlying the Warrant ADSs, but excluding treasury shares, if any) issued and outstanding.


 


d) Notice
to Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the ADSs
or Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the ADSs or Ordinary Shares,
(C) the Company shall authorize the granting to all holders of the ADSs or Ordinary Shares rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection
with any reclassification of the ADSs or Ordinary Shares, any consolidation or merger to which the Company (and all of its Subsidiaries,
taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange
whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered
by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the
Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the ADSs or Ordinary Shares of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares
(including Ordinary Shares underlying Warrant ADSs) of record shall be entitled to exchange their Ordinary Shares for securities, cash
or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required
to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public
information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice
to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 






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Section 4. Transfer
of Warrant; Registration Rights.


 


a) Transferability.
Pursuant to FINRA Rule 5110(e)(1), neither this Warrant nor any Warrant ADSs issued upon exercise of this Warrant shall be sold, transferred,
assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the effective economic disposition of the securities by any person for a period of 180 days immediately following the commencement
of sales of the offering pursuant to which this Warrant is being issued, except as permitted under FINRA Rule 5110(e)(2). Subject to the
foregoing restriction, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at
the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making
of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to
the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company
within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full.
This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant ADSs without having
a new Warrant issued.


 


b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be
identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto. 


 


c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by or on behalf of the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 


d) Registration
Rights. To the extent the Company does not maintain an effective registration statement for the Warrant ADSs, the holder of this Warrant
shall have one (1) opportunity to demand the registration of the Warrant ADSs on a registration statement with such registration to be
undertaken by the Company as soon as possible at the Company’s sole expense. In addition to the foregoing, to the extent the Company
does not maintain an effective registration statement for the Warrant ADSs and in the further event that the Company files a registration
statement with the Commission covering the sale of its ADSs or Ordinary Shares (other than a registration statement on Form F-4 or F-8,
or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period
of five (5) years from the commencement of sales of the offering pursuant to the Registration Statement, the Company shall give written
notice of such proposed filing to the holder of the Warrant as soon as practicable but in no event less than ten (10) days before the
anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s)
of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holder of
the Warrant in such notice the opportunity to register the sale of such number of Warrant ADSs as such holder of the Warrant may request
in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such
Warrant ADSs to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter or underwriters
of a proposed underwritten offering to permit the Warrant ADSs requested to be included in a Piggyback Registration on the same terms
and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant ADSs in accordance
with the intended method(s) of distribution thereof. All holders of Warrants proposing to distribute their securities through a Piggyback
Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such Piggyback Registration. Furthermore, each holder of Warrants must provide such information as reasonably
requested by the Company (which information shall be limited to that which is required for disclosure under the Securities Act and the
forms, rules and regulations promulgated thereunder) to be included in the registration statement timely or the Company may elect to exclude
such holder of Warrants from the registration statement. Notwithstanding any other provision of this Section, if the managing underwriter
of an underwritten public offering determines and advises the Company in writing that the inclusion of all Warrant ADSs proposed to be
included by the holders of the Warrants in such underwritten public offering would materially and adversely interfere with the successful
marketing of the Company’s securities in the underwritten public offering, then the holders of the Warrants shall not be permitted
to include any Warrant ADSs in excess of the amount, if any, of Warrant ADSs which the managing underwriter of such underwritten public
offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities
to be registered for the Company. The securities to be included in an underwritten public offering initiated by the Company shall be allocated:
first, to the Company; and second, to the holders of the Warrants and other persons whose securities the Company is then obligated to
register pursuant to written contractual piggy-back registration rights with such persons, pro-rata among them.


 






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Section 5. Miscellaneous.


 


a) No
Rights as Shareholder until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set
forth in Section 3. Without limiting any rights of a Holder to receive Warrant ADSs on a “cashless exercise” pursuant to Section
2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to
net cash settle an exercise of this Warrant.


 


b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.


 


d) Authorized
Shares.


 


i.
The Company covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty
of issuing the necessary Ordinary Shares needed for the Depositary to issue the necessary Warrant ADSs upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Ordinary Shares and
Warrant ADSs and the underlying Ordinary Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the ASX and the applicable Trading Market upon which the ADSs and Ordinary Shares may be listed. The Company
covenants that all Warrant ADSs and the Underlying Ordinary Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs in accordance
herewith, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect
of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


ii. Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) take all such action as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Warrant ADSs and the underlying Ordinary Shares upon the exercise of this Warrant and (ii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


iii. Before
taking any action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.


 






    8


     


    

 


e) Governing
Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions
contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the
State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws
principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees
that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall
be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the
Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding,
and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District
Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees
to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court
of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that
service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight
delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service
of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery
shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF
OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY
WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT
AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.


 


f) Restrictions.
The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize
cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this
Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages
to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts
due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h) Notices.
Any and all notices or other communications or deliveries to be provided hereunder shall be made in accordance with Section 7.3 of the
Underwriting Agreement.


 


i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any ADSs or Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.


 


j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.


 


k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant ADSs.


 


l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder of this Warrant, on the other hand.


 






    9


     


    

 


m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law (including, without limitation, under the
ASX Listing Rules), such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Warrant.


 


n) Depositary.
For the avoidance of doubt, notwithstanding anything to the contrary contained herein, the Depositary’s rights and obligations with
respect to the Company and the ADSs (including the Warrant ADSs) shall be as set forth in, and subject to, the terms and provisions of
the deposit agreement among, inter alia, the Company and the Depositary and in no event shall this Warrant be deemed or construed
to impose any additional obligations or liabilities on the Depositary.


 


o) Company
Acknowledgement. The Company acknowledges that the Company has received the aggregate par value amount of the Ordinary Shares underlying
the Warrant ADSs upon exercise of this Warrant and the Company shall hold such aggregate nominal amount in trust and shall apply it as
applicable in connection with exercises of this Warrant pursuant to Section 2(c) herein.


 


p) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


********************


 


(Signature Page Follows)


 






    10


     


    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	ADVANCED HUMAN IMAGING LIMITED
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






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NOTICE OF EXERCISE


 


To: ADVANCED
HUMAN IMAGING LIMITED


 


(1) The
undersigned hereby elects to purchase ________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 



(2) Payment shall take the form of (check applicable box):


 


[   ] in lawful money
of the United States; or


 


[  ] if permitted the
cancellation of such number of Warrant ADSs as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise
this Warrant with respect to the maximum number of Warrant ADSs purchasable pursuant to the cashless exercise procedure set forth in subsection
2(c).


 


(3) Please
issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


 


The Warrant ADSs shall be delivered to the following
DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ___________________________________________________


 


________________________________________________________________________


Signature of Authorized Signatory of Investing
Entity:


 


_________________________________________________


Name of Authorized Signatory:


 


___________________________________________________________________


Title of Authorized Signatory:


 


Date: ___________________________________________________________________


 




    12


     


    

 


 


ASSIGNMENT FORM


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase Warrant ADSs..)


 


FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 
	 	 	(Please Print)
	Address:	 	 
	 	 	(Please Print)
	 	 	 
	  Phone Number:	 	 
	Email Address:	 	 
	Dated:  	 	,	 	 	 
	Holder’s Signature:	 	 	 
	Holder’s Address:	 	 	 



 


  


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