Exhibit 10.2


 


THIS WARRANT WAS ORIGINALLY ISSUED ON JUNE
26, 2015, AND SUCH ISSUANCE WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS.  NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE ON EXERCISE HEREOF MAY BE SOLD, ASSIGNED, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO
IT.


 


majesco


 


STOCK PURCHASE
WARRANT


 


	Date of Issuance: June 26, 2015	Certificate No. W-2


 


FOR VALUE RECEIVED, MAJESCO, a California
corporation (the “Company”), hereby grants to MONARCH CAPITAL GROUP, LLC, a limited liability company, or its
registered successors and/or assigns (individually and collectively, the “Registered Holder”) the right to purchase
from the Company 2,727 shares (the “Warrant Quantity”) of its Common Stock (defined below), at $6.84 per share,
but the aggregate number of shares issuable on exercise of this Warrant, the Imperium Warrant and the Monarch Designee Warrant
(each as defined below) shall not exceed 19.9% of the Company’s issued and outstanding shares of Common Stock without obtaining
stockholder approval of such issuance.  Certain capitalized terms used in this Warrant are defined in Section 1 of this
Warrant.  The amount and kind of securities obtainable pursuant to the rights granted under this Warrant and the purchase
price for such securities are subject to adjustment pursuant to the provisions contained in this Warrant.


 


This Warrant amends
and supersedes in its entirety the Warrant No. W-2 issued by Cover-All Technologies Inc. to the Registered Holder on September
11, 2012 pursuant to the engagement letter, dated June 25, 2012, between Cover-All Technologies Inc. and Monarch Capital Group,
LLC (“Monarch”), which warrant is deemed canceled and of no further force and effect.


 


This Warrant is subject
to the following provisions:


 


Section
1.    DEFINITIONS.  The following terms have the meanings set forth below:


 


“Additional
Shares of Common Stock” means all shares (including treasury shares) of Common Stock issued or sold (or deemed to be
issued or sold) by the Company after the Date of Issuance, whether or not subsequently reacquired or retired by the Company, other
than:


 


(a)         shares issued
upon the exercise of this Warrant;


 




    	 



    	 



    

 


(b)         such number
of additional shares as may become issuable upon the exercise of this Warrant by reason of adjustments required pursuant to the
anti-dilution provisions applicable to this Warrant as in effect on the Date of Issuance;


 


(c)         shares, warrants,
options and other securities issued by the Company at any time to the Registered Holder or any affiliate of the Registered Holder;


 


(d)         in connection
with an Approved Share Plan; and


 


(e)         shares issuable
upon exercise of (x) the warrant issued to Michaelson Capital Special Finance Fund, LP, a Delaware limited partnership (as successor
to Imperium Commercial Finance Master Fund LP), and/or its registered successors and/or assigns, dated the Date of Issuance, substantially
in the form attached to this Warrant as Exhibit 1 (the “Imperium Warrant”), and (y) the warrant to Robert
Nathan and/or his registered successors and /or assigns, as designated by Monarch, dated the Date of Issuance, substantially in
the form attached to this Warrant as Exhibit 2 (the “Monarch Designee Warrant”).


 


“Aggregate
Exercise Price” shall have the meaning as set forth in Section 2B(i)(d)(1) below.


 


“Anti-Dilution
Trigger Price” means the lower of (a) the Exercise Price or (b) the Current Market Price in effect immediately prior
to an issue or sale that is described in Section 3 of this Warrant.


 


“Approved
Share Plan” means any employee benefit plan that has been approved by the Company’s board of directors, pursuant
to which the Company’s equity securities may be issued to any employee, officer, consultant or director for services provided
to the Company or its subsidiaries.


 


“Business
Day” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in
the State of New York.


 


“Change of
Control” means with respect to the Company on or after the Date of Issuance, that any direct or indirect change in the
composition of the Company’s stockholders, of record or beneficially, as of the Date of Issuance shall occur that would result
in any stockholder or group acquiring 50.1% or more of any class of stock of the Company, or that any Person (or group of Persons
acting in concert) shall otherwise acquire, directly or indirectly (including through affiliates), the power to elect a majority
of the Board of Directors of the Company or otherwise direct the management or affairs of the Company by obtaining proxies, entering
into voting agreements or trusts, acquiring securities or otherwise.


 


“Commission”
means the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal
securities laws.


 


“Common Stock”
means the Company’s common stock, par value $0.01 per share and any other stock into which such common stock shall have
been changed or any stock resulting from any reclassification of such common stock, and all other stock of any class or classes
(however designated) of the Company the holders of which have the right, without limitation as


 




    	-2-



    	 



    

 


to amount, either to
all or to a share of the balance of current dividends and liquidating dividends after the payment of dividends and distributions
on any shares entitled to preference.


 


“Convertible
Securities” means any evidences of indebtedness, shares of stock (other than Common Stock) or other securities directly
or indirectly convertible into or exchangeable for shares of Common Stock.


 


“Current Market
Price” means, on any date specified herein, the average of the daily Market Price during the twenty (20) consecutive
trading days immediately preceding such date, except that, if on any such date the shares of Common Stock are not listed or admitted
for trading on any national securities exchange or quoted in the over-the-counter market, the Current Market Price shall be the
Market Price on such date.


 


“Date of Issuance”
means the date the Company initially issues this Warrant as set forth above.


 


“Demanding
Security Holders” shall have the meaning as set forth in Section 5A below. “Discontinuation Event” shall
have the meaning as set forth in Section 5B(v) below.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect from time to time.


 


“Exercise
Price” shall have the meaning as set forth in the first paragraph. “Exercise Time” shall have the
meaning as set forth in Section 2B below.


 


“Fair Value”
means, on any date specified herein (i) in the case of cash, the dollar amount thereof, (ii) in the case of a security, the
Current Market Price, (iii) if neither (i) nor (ii) is applicable and the Registered Holder of the Imperium Warrant provides timely
notice of its disagreement with determination, then Fair Value as determined by an appraiser in accordance with clause (iii) of
the definition of “Fair Value” of the Imperium Warrant or as otherwise agreed by the Registered Holder of the Imperium
Warrant (which agreement shall be binding and conclusive upon the holder hereof), and (iv) in all other cases, the fair value thereof
(as of a date which is within twenty (20) days of the date as of which the determination is to be made) determined in good faith
by the Company; provided that if the Registered Holder provide written notice to the Company that it does not agree with the Company’s
determination of Fair Value within a reasonable period of time after receipt of such valuation and the documentation on which it
is based, such Fair Value shall be determined by an appraiser jointly selected by the Company and the Registered Holder or, if
that selection cannot be made within ten (10) days, by an appraiser selected by the American Arbitration Association in accordance
with its rules.  The determination of such appraiser shall be final and binding on the Company and the Registered Holder,
and the fees and expenses of such appraiser shall be paid by the Company.


 


“Market Price”
means as to any security, the closing price of such security’s sales on the principal exchange on which such security
may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest reported
bid and lowest asked prices on such exchange at the end of such day, or, if on any day such security is not so listed, the average
of the reported bid and asked prices quoted in the NASDAQ System as of 4:00 P.M.,


 




    	-3-



    	 



    

 


New York time, on such
day, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices
on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day as of which “Market
Price” is being determined and the twenty (20) consecutive Business Days prior to such day; but if such security is listed
on a domestic securities exchange the term “Business Days” as used in this sentence means Business Days on which the
principal exchange is open for trading.  If at any time such security is not listed on any domestic securities exchange
or quoted in the NASDAQ System or the domestic over-the-counter market, the “Market Price” shall be the Fair Value
thereof.


 


“Options”
means any rights, options or warrants to subscribe for, purchase or otherwise acquire either Additional Shares of Common Stock
or Convertible Securities.


 


“Other Securities”
means any stock (other than Common Stock) and other securities of the Company or any other Person (corporate or otherwise)
which the holders of this Warrant at any time shall be entitled to receive, or shall have received, upon the exercise of this Warrant,
in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or
in replacement of Common Stock or Convertible Securities.


 


“Person”
means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated
organization and a government or any department or agency thereof.


 


“Purchase
Rights” shall have the meaning as set forth in Section 4 below.


 


“Registrable
Securities” means (i) any of the shares of Common Stock issuable upon the exercise of this Warrant and (ii) any shares
of Common Stock issued or to be issued with respect to the Common Stock issuable upon the exercise of this Warrant by way of a
stock dividend or stock split.  As to any particular Registrable Security, such security will cease to be a Registrable
Security when it (A) has been effectively registered under the Securities Act and disposed of in accordance with the registration
statement covering such security, (B) has been transferred through a broker-dealer in an open market transaction pursuant to Rule
144 (or any similar provision then in force) or (C) is eligible for sale pursuant to Rule 144(b) (or any similar provision then
in force).


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.


 


“Warrants”
shall have the meaning as set forth in Section 8 below.


 


Section
2.    EXERCISE OF WARRANT.


 


2A.       Exercise
Period and Elective Exercise.  A Registered Holder may exercise, in whole or in part (but not as to a fractional
share of Common Stock), the purchase rights represented by this Warrant at any time and from time to time after the Date of Issuance
until 5:00 p.m., Eastern Time, on September 11, 2017 (the “Exercise Period”).


 




    	-4-



    	 



    

  


2B.      Forced Exercise.  Notwithstanding
anything to the contrary contained in Section 2A, from and after the Date of Issuance, the Company shall be entitled to force the
exercise of the Warrant by providing not less than thirty (30) days prior written notice to the Registered Holder (the “Forced
Exercise Notice”), provided, however, that the Registered Holder shall not be forced to exercise
such purchase rights at any time when the Current Market Price of a share of Common Stock of the Company on the date of the Forced
Exercise Notice is lower than three (3) times the Exercise Price.


 


2C.      Exercise
Procedure.


 


(i)        This Warrant shall
be deemed to have been exercised when the Company has received all of the following items (the “Exercise Time”):


 


(a)         a completed
Exercise Agreement, as described in Section 2D below and in the form set forth in Exhibit I hereto, executed by the Person exercising
all or part of the purchase rights represented by this Warrant (the “Purchaser”);


 


(b)         this Warrant;


 


(c)         if this Warrant
is not registered in the name of the Purchaser, an Assignment or Assignments in the form set forth in Exhibit II hereto
evidencing the assignment of this Warrant to the Purchaser together with such reasonably requested supporting documentation and/or
information relating thereto, if any, as the Company has theretofore requested; and


 


(d)        either (1) a
check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Common
Stock being purchased upon such exercise (the “Aggregate Exercise Price”) or (2) a written notice to the Company
that the Purchaser is executing a cashless exercise of the Warrant (or a portion thereof) by authorizing the Company to withhold
from issuance the number of shares of Common Stock issuable upon such exercise of the Warrant that, when multiplied by the Current
Market Price of the Common Stock, is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable
under this Warrant).


 


(ii)       Certificates
for shares of Common Stock purchased upon exercise of this Warrant shall be delivered by the Company to the Purchaser within ten
(10) Business Days after the date of the Exercise Time.  Unless this Warrant has expired or all of the purchase rights
represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical to this Warrant, representing
the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such ten (10) Business
Day period, deliver such new Warrant to the Registered Holder.


 


(iii)      The Common Stock
issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at the Exercise Time, and the Purchaser
shall be deemed for all purposes to have become the record holder of such Common Stock at the Exercise Time, but if the Company
shall have notified the Purchaser, in writing, that additional documentation and/or information is required to effect the exercise
of this Warrant, for the


 




    	-5-



    	 



    

 


purpose of Section 2C(i),
the “Exercise Time” shall be the time when the Company receives such documentation and/or information.


 


(iv)      The issuance
of certificates for shares of Common Stock on exercise of this Warrant shall be made without charge to the Registered Holder or
the Purchaser for any issuance tax in respect thereof or other cost incurred by the Company in connection with such exercise and
the related issuance of shares of Common Stock.  Each share of Common Stock issuable upon exercise of this Warrant shall,
on payment of the Exercise Price therefor, be fully paid and non-assessable and free from all taxes, liens and charges with respect
to the issuance thereof.


 


(v)       The Company shall
not close its books against the transfer of this Warrant or of any share of Common Stock issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this Warrant.  The Company shall from time to
time take all such action as may be necessary to assure that the par value per share of the unissued Common Stock acquirable on
exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect.


 


(vi)      The Company shall
assist and cooperate with any Registered Holder or Purchaser, at the Registered Holder’s or Purchaser’s expense, except
as provided herein, required to make any governmental filings or obtain any governmental approvals prior to or in connection with
any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company).


 


(vii)     Notwithstanding
any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a registered public
offering or the sale of the Company, the exercise of any portion of this Warrant may, at the election of a Registered Holder hereof,
be conditioned on the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed
to be effective until the consummation of such transaction.


 


(viii)    The Company
shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose
of issuance on the exercise of the Warrants, such number of shares of Common Stock issuable upon the exercise of all outstanding
Warrants.  The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock
may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities
exchange on which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered
by the Company upon each such issuance).  The Company shall not take any action which would cause the number of authorized
but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance on
exercise of the Warrants.


 


(ix)      On any exercise
of this Warrant, the Company may require customary investment representations from a Registered Holder and the Purchaser to assure
that the issuance of the Common Stock hereunder shall not require registration or qualification under the Securities Act or any
applicable state securities laws and such Registered Holder or the


 




    	-6-



    	 



    

 


Purchaser, as the case
may be, agrees promptly to provide such investment representations to the Company.


 


2D.      Exercise
Agreement.  On any exercise of this Warrant, the Exercise Agreement shall be substantially in the form set forth
in Exhibit I hereto, except that if the shares of Common Stock are not to be issued in the name of the Registered Holder
or Purchaser, the Exercise Agreement shall also state the name of Registered Holder or Purchaser, and if the number of shares of
Common Stock to be issued does not include all the shares of Common Stock purchasable hereunder, it shall also state the name of
the Registered Holder or Purchaser for the unexercised portion of the rights hereunder is to be delivered.  Such Exercise
Agreement shall be dated the actual date of execution thereof.


 


2E.       Fractional
Shares.  If a fractional share of Common Stock would, but for the provisions of paragraph 2A, be issuable upon exercise
of the rights represented by this Warrant, the Company shall, within ten (10) Business Days after the date of the Exercise Time,
deliver to the Purchaser a check payable to the Purchaser in lieu of such fractional share in an amount equal to the difference
between Current Market Price of such fractional share as of the date of the Exercise Time and the Exercise Price of such fractional
share.


 


Section
3.    ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.  In order to prevent dilution of the rights granted
under this Warrant, the Warrant Quantity and Exercise Price shall be subject to adjustment from time to time as provided in this
Section 3.


 


3A.      Adjustment
of Number of Shares and Exercise Price on Certain Issuances.  If the Company, at any time or from time to time after
the date hereof, shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be
issued pursuant to Section 3B and 3C below) without consideration or for consideration per share less than the Anti-Dilution Trigger
Price, then, in each such case, the Warrant Quantity shall be increased, and the Exercise Price shall be simultaneously and proportionately
decreased, concurrently with such issue or sale, to an amount determined by multiplying such Warrant Quantity by a fraction:


 


(i)        the numerator
of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that,
for the purposes of this Section 3A(i), (x) immediately after any Additional Shares of Common Stock are deemed to have been issued
pursuant to Section 3B, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to
be outstanding, and


 


(ii)       the denominator
of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus
(y) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such
Additional Shares of Common Stock so issued or sold would purchase at the Anti-Dilution Trigger Price (before giving effect to
the adjustment pursuant to this section 3A).


 


(iii)      The determination
of Additional Shares of Common Stock is set forth below in this Section 3.


 




    	-7-



    	 



    

 


3B.      Treatment
of Options and Convertible Securities.  If the Company at any time or from time to time after the Date of Issuance
shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the
Company entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder are immediately exercisable),
then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto,
without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such
Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities,
shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case
such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an
ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided, that, such Additional Shares
of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3D)
of such shares would be less than the Anti-Dilution Trigger Price in effect on the date of and immediately prior to such issue,
sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on
an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further,
that in any such case in which Additional Shares of Common Stock are deemed to be issued:


 


(i)        whether or not
the Additional Shares of Common Stock underlying such Options or Convertible Securities are deemed to be issued, no further adjustment
of the Warrant Quantity shall be made on the subsequent issue or sale of Convertible Securities or shares of Common Stock on the
exercise of such Options or the conversion or exchange of such Convertible Securities, except in the case of any such Options or
Convertible Securities which contain provisions requiring an adjustment, subsequent to the date of the issue or sale thereof, of
the number of Additional Shares of Common Stock issuable upon the exercise of such Options or the conversion or exchange of such
Convertible Securities by reason of (x) a change of control of the Company, (y) the acquisition by any Person or group of Persons
of any specified number or percentage of the voting securities of the Company or (z) any similar event or occurrence, each such
case to be deemed hereunder to involve a separate issuance of Additional Shares of Common Stock, Options or Convertible Securities,
as the case may be;


 


(ii)       if such Options
or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration
payable to the Company, or decrease in the number of Additional Shares of Common Stock issuable, on the exercise, conversion or
exchange thereof (by change of rate or otherwise), the Warrant Quantity computed on the original issue, sale, grant or assumption
thereof (or on the occurrence of the record date, or date prior to the commencement of ex-dividend trading, as the case may be,
with respect thereto), and any subsequent adjustments based thereon, shall, on any such increase or decrease becoming effective,
be recomputed to reflect such increase or decrease insofar as it affects such Options, or the rights of conversion or exchange
under such Convertible Securities, which are outstanding at such time;


 


(iii)      on the expiration
(or purchase by the Company and cancellation or retirement) of any such Options which shall not have been exercised or the expiration
of any


 




    	-8-



    	 



    

 


rights of conversion
or exchange under any such Convertible Securities which (or purchase by the Company and cancellation or retirement of any such
Convertible Securities the rights of conversion or exchange under which) shall not have been exercised, the Warrant Quantity computed
upon the original issue, sale, grant or assumption thereof (or on the occurrence of the record date, or date prior to the commencement
of ex-dividend trading, as the case may be, with respect thereto), and any subsequent adjustments based thereon, shall, on such
expiration (or such cancellation or retirement, as the case may be), be recomputed as if:


 


(a)         in the case
of Options for Common Stock or Convertible Securities, the only Additional Shares of Common Stock issued or sold were the Additional
Shares of Common Stock, if any, actually issued or sold upon the exercise of such Options or the conversion or exchange of such
Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue,
sale, grant or assumption of all such Options, whether or not exercised, plus the consideration actually received by the Company
upon such exercise, or for the issue or sale of all such Convertible Securities which were actually converted or exchanged, plus
the additional consideration, if any, actually received by the Company upon such conversion or exchange, and


 


(b)        in the case
of Options for Convertible Securities, only the Convertible Securities, if any, actually issued or sold upon the exercise of such
Options were issued at the time of the issue or sale, grant or assumption of such Options, and the consideration received by the
Company for the Additional Shares of Common Stock deemed to have then been issued was the consideration actually received by the
Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration deemed to
have been received by the Company (pursuant to Section 3D) on the issue or sale of such Convertible Securities with respect to
which such Options were actually exercised;


 


(iv)      no readjustment
pursuant to subdivision (ii) or (iii) above shall have the effect of decreasing the Warrant Quantity by an amount in excess of
the amount of the adjustment thereof originally made in respect of the issue, sale, grant or assumption of such Options or Convertible
Securities; and


 


(v)       in the case of
any such Options which expire by their terms not more than thirty (30) days after the date of issue, sale, grant or assumption
thereof, no adjustment of the Warrant Quantity shall be made until the expiration or exercise of all such Options, whereupon such
adjustment shall be made in the manner provided in subdivision (iii) above.


 


3C.      Stock Dividends.  Splits,
etc.  If the Company at any time or from time to time after the date hereof shall declare or pay any dividend on
the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater
number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock), then, and in
each such case, Additional Shares of Common Stock shall be deemed to have been issued (a) in the case of any such dividend, immediately
after the close of business on the record date for the determination of holders of any class of securities entitled to receive
such dividend, or (b) in the case of any such subdivision, at the close of business on the day immediately prior to the day on
which such corporate action becomes effective.


 




    	-9-



    	 



    

 


3D.      Computation
of Consideration.  For the purposes of this Section 3, the consideration for the issue or sale of any Additional
Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,


 


(i)        insofar as it
consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by
the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing
similar services in connection with such issue or sale,


 


(ii)       insofar as it
consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or
sale, and


 


(iii)      in case Additional
Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration
which covers both, the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable
to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property
not consisting of cash or securities, is to be determined as provided in the definition of Fair Value in this Warrant;


 


(iv)      Additional Shares
of Common Stock deemed to have been issued pursuant to Section 3B, relating to Options and Convertible Securities, shall be deemed
to have been issued for a consideration per share determined by dividing:


 


(a)         the total amount,
if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible
Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company
upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options
for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible
Securities, in each case computing such consideration as provided in this subsection (a)


 


by


 


(b)        the maximum
number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein
for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible
Securities; and


 


(v)       Additional Shares
of Common Stock deemed to have been issued pursuant to Section 3C, relating to stock dividends, stock splits, etc., shall be deemed
to have been issued for no consideration.


 


3E.      Adjustments
for Combinations, etc.  In case the outstanding shares of Common Stock shall be combined or consolidated, by reclassification
or otherwise, into a lesser number of shares of Common Stock, the Warrant Quantity in effect immediately prior to such combination


 




    	-10-



    	 



    

 


or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be proportionately decreased (with a corresponding increase
to the Exercise Price).


 


3F.      Dilution
in Case of Other Securities.  In case any Other Securities shall be issued or sold or shall become subject to issue
or sale upon the conversion or exchange of any stock (or Other Securities) of the Company (or any issuer of Other Securities or
any other Person referred to in Section 1) or to subscription, purchase or other acquisition pursuant to any Options issued or
granted by the Company (or any such other issuer or Person) for a consideration such as to dilute, on a basis consistent with the
standards established in the other provisions of this Section 3, the purchase rights granted by this Warrant, then, and in each
such case, the computations, adjustments and readjustments provided for in this Section 3 with respect to the Warrant Quantity
shall be made as nearly as possible in the manner so provided and applied to determine the amount of Other Securities from time
to time receivable on the exercise of this Warrant, so as to protect the Registered Holder of this Warrant against the effect of
such dilution.


 


3G.      De Minimis
Adjustments.  If the amount of any adjustment of the Warrant Quantity required pursuant to this Section 3 would be
less than one-half of one (0.5%) percent of the Warrant Quantity in effect at the time such adjustment is otherwise so required
to be made, such amount shall be carried forward and adjustment with respect thereto made at the time of and together with any
subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate a change
in the Warrant Quantity of at least one-half of one (0.5%) percent of such Warrant Quantity.  All calculations under
this Warrant shall be made to the nearest 1/10 of a share.


 


3H.      Abandoned
Dividend or Distribution.  If the Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend or other distribution (which results in an adjustment to the Warrant Quantity under the
terms of this Warrant) and shall, thereafter, and before such dividend or distribution is paid or delivered to stockholders entitled
thereto, legally abandon its plan to pay or deliver such dividend or distribution, then any adjustment made to the Warrant Quantity
(and Exercise Price) by reason of the taking of such record shall be reversed, and any subsequent adjustments, based thereon, shall
be recomputed.


 


3I.       Reorganization,
Reclassification, Consolidation, Merger or Sale.  Any recapitalization, reorganization, reclassification, consolidation,
merger or sale of all or substantially all of the Company’s assets or other transaction, in each case which is effected in
such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities
or assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change”.  Prior
to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to
the Registered Holder of the Warrants representing a majority of the Common Stock obtainable upon exercise of all Warrants then
outstanding) to insure that the Registered Holder of the Warrants shall thereafter have the right to acquire and receive, in lieu
of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable on the exercise
of such Registered Holder’s Warrant, such shares of stock, securities or assets as would have been issued or payable in such
Organic Change (if the Registered Holder had exercised this Warrant immediately prior to such Organic Change) with respect to or
in exchange


 




    	-11-



    	 



    

 


for the number of shares
of Common Stock immediately theretofore acquirable and receivable on exercise of such Registered Holder’s Warrant had such
Organic Change not taken place.  In any such case, the Company shall make provision (in form and substance commercially
reasonably satisfactory to the Registered Holder) with respect to such Registered Holder’s’ rights and interests to
insure that the provisions of this Section 3 and Section 4 hereof shall thereafter apply to the Warrants.  The Company
shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other
than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in
form and substance commercially reasonably satisfactory to the Registered Holder), the obligation to deliver to each such Registered
Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Registered Holder may be
entitled to acquire.


 


3J.       Certain Events.  If
any event occurs of the type contemplated by the provisions of this Section 3 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features
unless granted under an Approved Share Plan), then the Company’s board of directors shall make an appropriate adjustment
in the Warrant Quantity and Exercise Price so as to protect the rights of the Registered Holder of the Warrants; provided
that no such adjustment shall decrease the number of shares of Common Stock obtainable as otherwise determined pursuant to
this Section 3.


 


3K.      Notices.


 


(i)        Immediately upon
any adjustment of the Warrant Quantity, the Company shall give written notice thereof to the Registered Holder, setting forth in
reasonable detail and certifying the calculation of such adjustment.


 


(ii)       The Company shall
give written notice to the Registered Holder at least twenty (20) days prior to the date on which the Company closes its books
or takes a record (A) with respect to any pro rata subscription offer to holders of Common Stock or (B) for determining rights
to vote with respect to any Organic Change, dissolution or liquidation.


 


Section
4.    PURCHASE RIGHTS.  If at any time the Company issues or sells any Options, Convertible Securities
or rights to purchase stock, warrants or equity securities pro rata to the record holders of any class of Common Stock (the “Purchase
Rights”), then the Registered Holder of this Warrant shall be entitled to acquire, on the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such Registered Holder could have acquired if such Registered Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; provided that such Registered
Holder provides the Company with written notice of its election to acquire such Purchase Rights within five (5) Business Days of
receipt of notice thereof by the Company.


 




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Section
5.    REGISTRATION RIGHTS.


 


5A.      Piggyback
Registration Rights.  Until such time as the Registrable Securities may be sold in accordance with Rule 144(b) of
the Commission under the Securities Act, if the Company at any time proposes to file on its behalf and/or on behalf of any of its
security holders (the “Demanding Security Holders”) a registration statement under the Securities Act on any
form (other than a registration statement on Form S-4 or S-8 or any successor form or to the Company’s employees pursuant
to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to the
Common Stock, it will give written notice to the Registered Holder at least ten (10) days before the initial filing with the Commission
of the registration statement (or, in the case of a registration statement that has already been filed with the Commission but
has not yet been declared effective, within ten (10) days before the anticipated effective date of the registration statement),
which notice shall set forth the intended method of disposition of the securities that the Company proposes to register.  The
notice shall offer to include in such filing the aggregate number of Registrable Securities as the Registered Holder may request.  Nothing
in this Section 5A shall preclude the Company from discontinuing the registration of its securities being effected on its behalf
under this Section 5A at any time and for any reason before the effective date of the registration relating thereto; but, in that
event, the Company shall notify the Registered Holder of such discontinuation of the registration.


 


The Registered Holder
desiring to have Registrable Securities registered under this Section 5 A shall advise the Company in writing within five (5) days
after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for which registration
is being requested.  The Company shall thereupon include in such filing the number of shares of Registrable Securities
for which registration is so requested, subject to the next sentence.  If the managing underwriter or underwriters of
the proposed public offering shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities
to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold,
the Company will allocate the securities to be included in such registration in accordance with the following priority: (a) first,
the securities to be included in such registration by the Company or the holder or holders initiating the registration and (b)
next, the Registrable Securities requested to be included in such registration by the Registered Holder.  Except as otherwise
provided in Section 5D, the Company shall bear all expenses of such registration.


 


If any registration
pursuant to this Section 5A is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions
regarding the underwriting arrangements for the offering.


 


Unless otherwise consented
to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect
any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during
the one hundred eighty (180) day period beginning on the closing date of each underwritten offering by the Company made pursuant
to a registration statement filed pursuant to this Section 5A (except as part of such underwritten registration) plus the extension
period that is requested by the managing underwriter or underwriters to address FINRA regulations regarding


 




    	-13-



    	 



    

 


the publication of research
whether or not the holder participates in such registration; and, except as may be required under agreements that the Company enters
into before the date hereof, the Company shall cause each holder of its privately placed Common Stock or Convertible Securities
issued by it at any time on or after the date of this Warrant to agree not to effect any public sale or distribution of any such
securities during such period, including a sale pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act.


 


5B.      Registration
Procedures.  The Company shall use its commercially reasonable efforts to effect the registration of any of its Registrable
Securities under the Securities Act, to complete the following as expeditiously as possible:


 


(i)        prepare and file
with the Commission such amendments and supplements to the registration statement and the prospectus used in connection therewith
as may be necessary to keep the registration statement effective and to comply with the provisions of the Securities Act with respect
to the sale or other disposition of all securities covered by the registration statement during the Effectiveness Period;


 


(ii)       furnish to such
selling security holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus,
in conformity with the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably
request;


 


(iii)      register or
qualify the securities covered by the registration statement under such other securities or blue sky laws of such jurisdictions
as each holder of such securities shall request (but, the Company shall not be obligated to qualify as a foreign corporation to
do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service or process
or to subject itself to taxation in any jurisdiction), and do such other reasonable acts and things as may be required of it to
enable such security holder to consummate the disposition in such jurisdiction of the securities covered by the registration statement;


 


(iv)      cause the securities
covered by the registration statement to be registered with or approved by such other governmental agencies or authorities as may
be necessary to enable such security holder to consummate the disposition of the securities covered by the registration statement;


 


(v)       notify each security
holder of any securities covered by the registration statement, promptly at any time when a prospectus relating thereto is required
to be delivered under the Securities Act, of the occurrence of a Discontinuation Event (as defined below) and the Registered Holder
agrees by its acquisition of such Registrable Securities that, on receipt of a notice from the Company of the occurrence of a Discontinuation
Event, such Registered Holder will forthwith discontinue disposition of such Registrable Securities under the applicable registration
statement until such Registered Holder’s receipt of the copies of the supplemented prospectus and/or amended registration
statement or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and, in either
case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference
in such prospectus or registration statement.  For purposes of this Warrant, a “Discontinuation Event”
shall mean (1) when the Commission notifies the


 




    	-14-



    	 



    

 


Company that there will
be a “review” of such registration statement and whenever the Commission comments in writing on such registration statement
and until the Company has addressed the comments in a supplemented prospectus and/or amended registration statement and/or supplementally;
(2) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such registration
statement or prospectus or for additional information and until the request has been responded to; (3) the issuance by the Commission
of any stop order suspending the effectiveness of such registration statement covering any or all of the Registrable Securities
or the initiation of any proceedings for that purpose; (4) the receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the
initiation or threatening, in writing, of any proceeding for such purpose; and (5) the occurrence of any event or passage of time
that makes the financial statements included in such registration statement ineligible for inclusion therein or any statement made
in such registration statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires any revisions to such registration statement, prospectus or other documents so that, in
the case of such registration statement or prospectus, as the case may be, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading.  The Company agrees to notify the Registered Holder promptly
of the occurrence of any Discontinuation Event and to use its reasonable best efforts to eliminate or remove any Discontinuation
Event described in (1) through (5) as promptly as practicable.


 


(vi)      enter into customary
agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of such Registrable Securities;


 


(vii)     make available
for inspection by any selling security holder, by any underwriter participating in any disposition to be effected pursuant to the
registration statement and by any attorney, accountant or other agent retained by any such selling security holder or any such
underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause
all of the Company’s officers, directors and employees to supply all information reasonably requested by such selling security
holder, underwriter, attorney, accountant or agent in connection with such registration statement; and


 


(viii)    otherwise comply
in all material respects with all applicable rules and regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, but not later than 18 months after the effective date of the registration statement, an earnings
statement covering the period of at least 12 months beginning with the first full month after the effective date of the registration
statement, which earnings statements shall satisfy the provisions of Section 11 (a) of the Securities Act and Rule 158 thereunder.


 


It shall be a condition
precedent to the Company’s obligation to take any action pursuant to this Section 5 in respect of the Registrable Securities
at the request of any Registered Holder that such Registered Holder shall furnish to the Company such information regarding the
securities held by such Registered Holder, the intended method of disposition thereof and any other information as the Company
shall reasonably request and as shall be required in connection


 




    	-15-



    	 



    

 


with the action taken
by the Company.  No Registered Holder may participate in any underwritten registration pursuant to this Warrant unless
it (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the Persons entitled under
this Warrant to approve such arrangements; (b) completes and executes all questionnaires, powers of attorney, lock-up agreements,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements
and (c) provides all such information reasonably requested by the Company in connection with such registration.


 


5C.      Expenses.  All
expenses incurred in complying with Section 5, including, without limitation, all registration and filing fees (including all expenses
incident to filing with the NASD, printing expenses, fees and disbursements of counsel for the Company and its independent public
accountants, including, without limitation, expenses of any special audits incident to or required by any such registration, fees
and expenses incurred in connection with the listing of the securities on any securities exchange on which the Common Stock is
then listed, the reasonable fees and expenses of one counsel for the selling security holders (selected by those holding a majority
of the Registrable Securities being registered), fees and expenses of complying with the securities or blue sky laws of any jurisdictions
pursuant to subsection 5B(iii) and any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities,
shall be paid by the Company, except that the Company shall not be liable for any underwriting discounts or commissions or any
transfer taxes.


 


5D.      Indemnification
and Contribution.  In the event of any registration of any Registrable Securities under the Securities Act pursuant
to this Section 5:


 


(i)        the Company shall
indemnify and hold harmless the holder of such Registrable Securities, such holder’s directors and officers, each underwriter
who participated in the offering of such Registrable Securities and each other Person, if any, who controls such holder or underwriter
within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such holder,
such director or officer or underwriter or controlling Person may become subject under the Securities Act or any other statute
or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
on (a) any alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement
under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or (b) any alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and shall reimburse such holder or such director, officer,
underwriter or controlling Person for any legal or any other expenses reasonably incurred by such holder or such director, officer,
underwriter or controlling Person in connection with investigating or defending any such loss, claim, damage, liability or action;
but the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of
or is based on (i) any alleged untrue statement or alleged omission made in such registration statement, preliminary prospectus,
prospectus or amendment or supplement in reliance on and in conformity with written information furnished to the Company by such
holder, director, officer, underwriter or controlling Person, as the case may be, specifically for use therein or (ii) a failure
by the indemnified party to deliver a copy of the registration statement or prospectus or an amendment or supplement thereto after
the Company has furnished the indemnified party with a


 




    	-16-



    	 



    

 


sufficient number of
copies of the same.  Such indemnity shall remain in full force and effect regardless of any investigation made by or
on behalf of such holder or such director, officer, underwriter or controlling Person, and shall survive the transfer of such securities
by such holder;


 


(ii)       Each holder of
any Registrable Securities, by acceptance thereof, agrees to indemnify and hold harmless the Company, its directors and officers
and each other Person, if any, who controls the Company within the meaning of the Securities Act against any losses, claims, liabilities,
joint or several, to which the Company, any such director or officer or any such Person may become subject under the Securities
Act or any other statute or at common law, insofar as such losses, claims, liabilities (or actions in respect thereof) arise out
of or are based on information in writing provided to the Company by such holder of such Registrable Securities contained, on the
effective date thereof, in any registration statement under which securities were registered under the Securities Act at the request
of such holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto; but such
holder’s indemnification obligations under this subsection 5D(ii) shall be limited to an amount equal to the net proceeds
actually received by the holder from the sale of Registrable Securities covered by the applicable registration statement;


 


(iii)      If the indemnification
provided for in this Section 5 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties
in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative fault of such indemnifying party and indemnified parties shall be determined
by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified parties, and the parties relative intent, knowledge, access to information and opportunity to correct or prevent
such action.  The amount paid or payable by a party under this Section 5 as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding.


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this subsection 5D(iii) were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately
preceding paragraph.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


(iv)      If any action
or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against any holder or any Person
controlling a holder in respect of which indemnity may be sought from the Company, such holder or controlling Person shall promptly
notify the Company in writing, and the Company shall assume the defense


 




    	-17-



    	 



    

 


thereof, including the
employment of counsel satisfactory to a majority of the holders to be indemnified and the payment of all reasonable expenses in
relation thereto.  All such holders or such controlling Persons shall have the right to employ, at their own expense,
one counsel plus additional local counsel in any such action and to participate in the defense thereof; provided that if in the
reasonable judgment of such holders or such controlling Persons, a conflict of interest exists and it is therefore advisable for
such holders or controlling Persons to be jointly represented by separate counsel, then the Company shall pay the reasonable fees
and expenses of one such separate counsel, and local counsel, as appropriate, for all such holders and controlling Persons.  The
Company shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled
with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Company agrees
to indemnify and hold harmless each holder and any such controlling Person from and against any loss or liability by reason of
such settlement or judgment; and


 


(v)       Indemnification
similar to that specified in subsections (i) and (ii) of this Section 5D shall be given by the Company and each holder (with such
modifications as shall be appropriate) with respect to any required registration, or other qualification of the Registrable Securities
under any Federal or state law or regulation of any governmental authority other than the Securities Act.


 


5E.      Public Availability
of Information.  From and after the date when any registration statement with respect to the Registrable Securities
becomes effective and as long as required under the Exchange Act, the Company shall maintain the registration of its Common Stock
under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents
and reports as the Commission may require or prescribe under Section 13 of the Exchange Act, or otherwise.  From and
after the date when any registration statement of the Registrable Securities becomes effective, the Company shall comply with the
reporting requirements of Section 15(d) of the Exchange Act (whether or not it shall be required to do so pursuant to the provisions
of said Section 15(d)) and shall comply with, all other public information reporting requirements required by the Commission as
a condition to the availability of an exemption from the Securities Act for the sale of any Registrable Securities, presently existing
or hereafter adopted, including Rules 144 and 144A thereunder.


 


5F.      Supplying
Information.  The Company shall cooperate with each holder of Registrable Securities in supplying such information
as may be reasonably necessary for such holder to complete and file any information reporting forms presently or hereafter required
by the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any Registrable Securities.  The
Company shall provide the Register Holder with written notice as soon as possible with respect to the possible occurrence of any
event of default under this Warrant.


 


Section
6.    NO VOTING RIGHTS; LIMITATIONS OF LIABILITY.  This Warrant shall not entitle the Registered Holder
or Purchaser to any rights as a stockholder of the Company.  No provision hereof, in the absence of affirmative action
by the Registered Holder to purchase Common Stock, and no enumeration herein of the rights or privileges of the Registered Holder
shall give rise to any liability of such holder for the Exercise Price of Common Stock


 




    	-18-



    	 



    

 


acquirable by exercise
hereof or as a stockholder of the Company, other than in connection with the forced exercise right by the Company in accordance
with the terms as set forth in Section 2B.


 


Section
7.    WARRANT TRANSFERABLE.  Subject to the transfer conditions referred to in the legend endorsed hereon,
this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Registered Holder, upon surrender
of this Warrant with a properly executed Assignment (in the form of Exhibit II hereto) and any other documentation reasonably requested
by the Company in connection therewith, at the principal office of the Company.


 


Section
8.    WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS.  This Warrant is exchangeable, upon the surrender
hereof by the Registered Holder at the principal office of the Company, for new Warrant(s) of like tenor representing in the aggregate
the purchase rights hereunder.  The date the Company initially issues this Warrant shall be deemed to be the “Date
of Issuance” hereof regardless of the number of times new certificates representing the unexpired and unexercised rights
formerly represented by this Warrant shall be issued.  All Warrants representing portions of the rights hereunder are
also referred to herein as the “Warrants”.


 


Section
9.    REPLACEMENT.  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of any certificate evidencing this Warrant, and in the case of any such loss, theft or destruction, upon receipt
of indemnity reasonably satisfactory to the Company, or, in the case of any such mutilation on surrender of such certificate, the
Company shall execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented
by such lost, stolen, destroyed or mutilated certificate and dated as of the Date of Issuance.


 


Section
10.   NOTICES.  Except as otherwise expressly provided herein, all notices referred to in this Warrant
shall be in writing and shall be delivered personally, sent by reputable overnight courier service (charges prepaid) or sent by
registered or certified mail, return receipt requested, postage prepaid and shall be deemed to have been given when so delivered,
sent or deposited in the U.S.  Mail (i) to the Company, at its principal executive offices or (ii) to the Registered
Holder of this Warrant, at such Registered Holder’s address as it appears in the records of the Company (unless otherwise
indicated by any such Registered Holder).


 


Section
11.   AMENDMENT AND WAIVER.  Except as otherwise provided herein, the provisions of this Warrant may be
amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it,
only if the Company has obtained the written consent of the Registered Holders of Warrants representing a majority of the shares
of Common Stock obtainable upon exercise of the Warrants.


 


Section
12.   DESCRIPTIVE HEADINGS; GOVERNING LAW.  The descriptive headings of the several Sections and paragraphs
of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.  All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall be governed by the internal law of the State of
California, without giving effect to any choice of law or conflict of law provision or


 




    	-19-



    	 



    

 


rule (whether of the
State of California or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of California.


 




    	-20-



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed by its duly authorized officer and to be dated on the Date of Issuance hereof.


 


	 	MAJESCO
	 	 
	 	By:	 /s/ Farid Kazani



 


	 	Name:	 Farid Kazani



 


	 	Title:	 Chief Financial Officer


 




    	-21-



    	 



    

 


Accepted as of the Date of Issuance by
the Registered Holder:


 


MONARCH CAPITAL GROUP, LLC


 


 





	By:	/s/ Michael Potter	 
	 	 	 
	Name:	Michael Potter	 
	 	 	 
	Title: 	Chief Executive Officer	 
	 	 	 
	 	 	 



 




    	-22-



    	 



    

 


EXHIBIT I


 


EXERCISE AGREEMENT


 


	To:	Dated:


 


The undersigned, pursuant
to the provisions set forth in the attached Warrant (Certificate No. W-__), hereby agrees to subscribe for the purchase of _____
shares of the Common Stock covered by such Warrant and makes payment herewith in full therefor [in the amount of $________ (in
cash)] [by surrendering debt or equity securities of the Company or any of its wholly-owned Subsidiaries having a Market Price
equal to _______________] [by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon
such exercise of the Warrant which when multiplied by the Market Price of the Common Stock is equal to ____________ (and such withheld
shares shall no longer be issuable under this Warrant)].


 


The certificate(s)
evidencing _____ shares of Common Stock is to be issued in the name of ______________________, whose address is _____________________________
and whose (SS#)(FEIN#) is _______________.


 


[The number of shares
of Common Stock to be issued does not include all shares of Common Stock purchasable as provided in the attached Warrant and, accordingly,
a certificate evidencing a new Warrant for _____ shares of Common Stock is to be issued in the name of ________________ whose address
is ___________________ and whose (SS#)(FEIN#) is _______________.]


 


	 	Signature	 


 


	 	By	 


 


	 	Title	 


 


	 	Address	 


 




    	Exhibit I



    	 



    

 


EXHIBIT II


 


ASSIGNMENT


 


FOR VALUE RECEIVED,
_____________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (Certificate
No. W-___) with respect to the number of shares of the Common Stock covered thereby set forth below, unto:


 


	Name(s) of Assignee(s)	Address(es)	No. of Shares
	 	 	 
	 	 	 


 


	 	Signature	 


 


	 	By	 


 


	 	Title	 


 


	 	Date	 


 


	 	Witness	 


 




    	Exhibit II