Exhibit 10.50


 





WARRANT AGENT AGREEMENT


 


WARRANT AGENT AGREEMENT
(this “Warrant Agreement”) dated as of [●],
2018 (the “Issuance Date”) between PeerStream, Inc., a Delaware corporation (the “Company”),
and Corporate Stock Transfer, Inc., a [●] corporation (the “Warrant
Agent”).


 


WHEREAS, pursuant to
the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated [●],
2018, by and among the Company and The Benchmark Company, LLC, as representative of the underwriters set forth therein, the Company
is engaged in a public offering (the “Offering”) of up to [●]
units, (the “Units”), each unit consisting of one share of common stock, par value $0.001 per share (the “Common
Stock”), of the Company and one warrant to purchase one share of Common Stock at an exercise price of $[●]
per share (each, a “Warrant” and collectively, the “Warrants”, and the shares of Common Stock
issued upon the exercise of such Warrants the “Warrant Shares”), including Common Stock and Warrants issuable
pursuant to the underwriters’ over-allotment option;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement (No. 333-226003)
on Form S-1 (as the same may be amended from time to time, the “Registration Statement”), for the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, Common Stock, Warrants and
Warrant Shares;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms
set forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company
and to authorize the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth
in this Warrant Agreement.


 


2. Warrants.


 


2.1. Form
of Warrants. The Warrants shall be registered securities and shall be initially evidenced by a global Warrant certificate (“Global
Certificate”) in the form of Annex A to this Warrant Agreement, which shall be deposited on behalf of the Company
with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee
of DTC. If DTC subsequently ceases to make its settlement system available for the Warrants, the Company may instruct the Warrant
Agent regarding making arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no
longer necessary to have the Warrants available in, registration in the name of Cede & Co., a nominee of DTC, the Company may
instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate,
and the Company shall instruct the Warrant Agent to deliver to each Holder (as defined below) separate certificates evidencing
Warrants (“Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”),
in the form of Annex C to this Warrant Agreement. The Warrants represented by the Global Certificate are referred to as
“Global Warrants.”


  



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2.2. Issuance
and Registration of Warrants.


 


2.2.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Any person in whose name ownership of a beneficial interest in the Warrants evidenced
by a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed the “beneficial owner”
thereof, provided that all such beneficial interests shall be held through a Participant (as defined below), which shall be the
registered holder of such Warrants.


 


2.2.2. Issuance
of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the
Warrants in the DTC settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership
of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained (i) by DTC, (ii) by institutions that have accounts with DTC (each, a “Participant”) or (iii) directly
by the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that request such direct registration,
in each case subject to a Holder’s right to elect to receive a Warrant in certificated form in the form of Annex C to this
Warrant Agreement. Any Holder desiring to elect to receive a Warrant in certificated form shall make such request in writing delivered
to the Warrant Agent pursuant to Section 2.2.8, and shall surrender to the Warrant Agent the interest of the Holder on the books
of the Participant evidencing the Warrants which are to be represented by a Definitive Certificate through the DTC settlement system.
Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates,
as the case may be, as so requested.


 


2.2.3. Beneficial
Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


2.2.4. Execution.
The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by
facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need
not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless
so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized
Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates,
nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person
who signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed
on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized
Officer of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement
any such person was not such an Authorized Officer.


 


2.2.5. Registration
of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered
and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder
desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request
in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates
evidencing the Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged. Thereupon,
the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as
the case may be, as so requested. The Warrant Agent may require reasonable and customary payment, by the Holder requesting a registration
of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon
the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with such registration of transfer, split-up, combination or exchange, together with reimbursement
to the Warrant Agent of all reasonable expenses incidental thereto.


  



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2.2.6. Loss,
Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of
indemnity or security in customary form and amount (which shall in no event include the posting of any bond), and reimbursement
to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and
cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of the Company, countersign and deliver
a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.
The Warrant Agent may charge the Holder an administrative fee for processing the replacement of lost Warrant Certificates, which
shall be charged only once in instances where a single surety bond obtained covers multiple certificates. The Warrant Agent may
receive compensation from the surety companies or surety bond agents for administrative services provided to them.


 


2.2.7. Proxies.
The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders
that may own interests through the Participants, to take any action that a Holder is entitled to take under this Warrant Agreement
or the Warrants; provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise
of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


2.2.8. Warrant
Certificate Request. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below)
pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the
exchange of some or all of such Holder’s Global Warrants for a Definitive Certificate evidencing the same number of Warrants,
which request shall be in the form attached hereto as Annex E (a “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants
evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant
Exchange and shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set
forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants,
shall be manually executed by an authorized signatory of the Company, shall be in the form attached hereto as Annex C, and shall
be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver,
or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder within the earlier of (i) two (2) Trading Days
(defined below) and (ii) the number of Trading Days comprising the Standard Settlement Period (defined below) of the Warrant Certificate
Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery
Date”). If the Company fails for any reason to deliver to the Holder the Definitive Certificate subject to the Warrant
Certificate Request Notice by the Warrant Certificate 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 Shares evidenced by such Definitive Certificate (based on the VWAP (as
defined below) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day
after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant
Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the
Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding
anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms
and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement, other than Sections 3(c)
and 9 herein, shall not apply to the Warrants evidenced by the Definitive Certificate.


 


2.2.9. For
purposes of clarity, if there is a conflict between the express terms of this Warrant Agreement and the Definitive Certificate
in the form of Annex C hereto with respect to terms of the Warrants, the terms of the Definitive Certificate shall govern and control.


  



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3. Terms
and Exercise of Warrants.


 


3.1. Exercise
Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $[●]
per whole share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price”
as used in this Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is
exercised.


 


3.2.
Duration of Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing
on the Initial Exercise Date (as defined in the Warrant Certificate) and terminating at 5:00 P.M., New York City time (the “Close
of Business”) on [●], 2023 (“Expiration Date”).
Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Warrant Agreement shall automatically cease at the Close of Business on the Expiration Date.


 


3.3. Exercise
of Warrants.


 


3.3.1. Exercise
and Payment.


 


(a) Exercise
of the purchase rights represented by a 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 Close of Business on the Expiration Date by delivery to the Warrant Agent of the Notice of Exercise
in the form annexed as Annex B hereto (the “Notice of Exercise”). Within earlier of (i) two (2) Trading
Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 3.3.6 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 form be required. Notwithstanding anything herein
to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to the Warrant Agent until the
Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender such Warrant to the Warrant Agent for cancellation within three (3) Trading Days of the date the final
Notice of Exercise is delivered to the Warrant Agent. Partial exercises of a Warrant resulting in purchases of a portion of the
total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares
purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Warrant Agent
shall maintain records showing the number of Warrant Shares 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 by the Warrant Agent. The Holder
and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face thereof.


 


(b) Notwithstanding
the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing
such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall
effect exercises made pursuant to this Section 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the
appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other
clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant
to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


  



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3.3.2. Issuance
of Warrant Shares.


 


(a) The
Warrant Agent shall, on the Trading Day following the date of exercise of any Warrant, advise the Company, the transfer agent and
registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise
as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as
the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that
remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall
reasonably request.


 


(b) The
Warrant Agent shall cause the Warrant Shares purchased hereunder to be transmitted to the Holder by crediting the account of the
Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian
system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being
exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register
in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) two (2) Trading Days and
(ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise
(such date, the “Warrant Share 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 Shares with respect to which this Warrant
has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise
Price (other than in the case of a cashless exercise) is received within 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 Company fails for
any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share 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 Shares subject
to such exercise (based on the VWAP of the Common Stock 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 Share Delivery Date until such Warrant Shares 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 Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery
of the Notice of Exercise.


 


3.3.3. Valid
Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4. No
Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment
made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in
a share, the Company shall, upon such exercise, round up to the nearest whole number the number of Warrant Shares to be issued
to such Holder (unless rounding down to the nearest whole share is required by law).


 


3.3.5. No
Transfer Taxes. Issuance of Warrant Shares 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 Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares 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 Warrant Shares 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 transfer agent 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 Shares.


  



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3.3.6. Restrictive
Legend Events; Cashless Exercise Under Certain Circumstances.


 


(a) The
Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement and the current status
of the prospectus included therein or to file and maintain the effectiveness of another registration statement and another current
prospectus covering the Warrants and the Warrant Shares at any time that the Warrants are exercisable. The Company shall provide
to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant Shares
via DTC transfer or otherwise without restrictive legend because (A) the Commission has issued a stop order with respect to the
Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, (D) the prospectus contained in the Registration Statement is not available for the issuance
of the Warrant Shares to the Holder or (E) otherwise (each a “Restrictive Legend Event”). To the extent that
the Warrants cannot be exercised as a result of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder
has exercised Warrants in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company
shall, at the election of the Holder, which shall be given within five (5) days of receipt of such notice of the Restrictive Legend
Event, either rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by registered
holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in paragraph
(ii) below and refund the cash portion of the exercise price to the Holder.


 


(b) If
a Restrictive Legend Event has occurred, the Warrant may exclusively be exercisable on a cashless basis. Notwithstanding anything
herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu
of delivery of the Warrant Shares. Upon a “cashless exercise”, the Holder shall be entitled to receive the number of
Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = the
last VWAP immediately preceding the date of exercise giving rise to the applicable “cashless exercise”, as set forth
in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire
Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading
Day’s VWAP shall be used in this calculation);


 


(B) = the
Exercise Price of the Warrant, as may be adjusted as set forth herein; and


 


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


 


If the Warrant Shares are issued in such
a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant
Shares shall take on the registered characteristics of the Warrants being exercised and the Company agrees not to take any position
contrary thereto (except where changes in law, rule or regulation would require the Company to take a different position). Upon
receipt of a Notice of Exercise for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Notice of Exercise
to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate
and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility or obligation under
this section to calculate, the number of Warrant Shares issuable in connection with any cashless exercise. The Warrant Agent shall
be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent shall not be liable
for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or pursuant to this Warrant
Agreement. Notwithstanding anything herein to the contrary, on the Expiration Date, this Warrant shall be automatically exercised
via cashless exercise pursuant to this Section 3.3.6.


  



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(c) “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (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 Common Stock is then listed or traded on
the OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB
or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the
Common Stock are then reported in the “Pink Sheets” 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 share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the reasonable fees and expenses of which shall be paid by the Company.


 


(d) “Trading
Market” means NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or
the New York Stock Exchange (or any successor to the foregoing).


 


(e) “Trading
Day” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market in the United States on which
the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is
are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading
during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00 P.M., New York City time).


 


3.3.7. Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are
not disputed.


 


3.3.8. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the transfer agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share 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, Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares 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 Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares 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 Shares
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted exercise of Common Stock 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 Common Stock upon exercise of the Warrant as required pursuant to the
terms hereof.


  



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3.3.9. Beneficial
Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of a Warrant, pursuant to Section 3 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 (as defined below) and
each person subject to aggregation with such Holder or its Affiliates under Sections 13(d) or 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (such persons, “Attribution Parties”)), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of this Warrant Agreement, “Affiliate”
means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include
the number of shares of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made,
but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised
portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities
of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt,
preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable
for, or otherwise entitles the holder thereof to receive, Common Stock “Common Stock 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 3.3.9, 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 3.3.9
applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with
any Affiliates and Attribution Parties) and of which portion of a 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 a Warrant
is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of
which portion of a 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.


 


For purposes of this Section 3.3.9, in determining
the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report 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 shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days
confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares
of Common Stock was reported.


  



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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 shares of the Common
Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this
Section 3.3.9 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 3.3.9 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.


 


4. Adjustments.


 


4.1. Adjustment
upon Subdivisions or Combinations. If the Company, at any time while the Warrants are outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in Common Stock (which, for avoidance of doubt, shall not include any Common Stock issued by the Company upon exercise
of the Warrants), (ii) subdivides outstanding Common Stock into a larger number of shares, (iii) combines (including by way of
reverse stock split) outstanding Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of
the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of Common Stock (excluding treasury shares, if any) outstanding immediately before such
event and of which the denominator shall be the number of Common Stock outstanding immediately after such event, and the number
of shares issuable upon exercise of each Warrant shall be proportionately adjusted such that the aggregate Exercise Price of such
Warrant shall remain unchanged. Any adjustment made pursuant to this Section 4.1 shall become effective immediately after the record
date for the determination of stockholders 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.


  


4.2. Adjustment
for Other Distributions.


 


4.2.1. Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 4.1 above, if at any time the Company grants, issues or
sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of Common Stock acquirable upon complete exercise of a Warrant (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation) 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, however, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then
the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Stock
as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


  


4.2.2. Intentionally
Omitted.


  



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4.3. Reclassification,
Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding, (i) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another
person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group
of persons whereby such other person or group acquires more than 50% of the outstanding Common Stock (not including any Common
Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or
party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of a Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the
Holder (without regard to any limitation in Section 3.3.9 on the exercise of a Warrant), the number of shares of Common Stock of
the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard
to any limitation in Section 3.3.9 on the exercise of a Warrant). For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of
this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction
in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of the Company under the Warrants in accordance with the provisions of this Section 4.3 pursuant to written agreements prior to
such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is
exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to
the Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of
this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such
shares of capital stock (but taking into account the relative value of the Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose
of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the
occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and
after the date of such Fundamental Transaction, the provisions of the Warrants referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under the Warrants with the same effect as if such Successor Entity had been named as the Company therein.


 


The Company shall instruct the Warrant
Agent in writing to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment,
supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation
or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness of any
provisions contained in such agreement or such notice, including but not limited to any provisions relating either to the kind
or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and provided
therein for any adjustments, and shall be entitled to rely conclusively for all purposes upon the provisions contained in any such
agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers,
sales and conveyances of the kind described above.


 


4.4. Notices
to Holder.


 


4.4.1. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, 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 Shares and setting forth a brief statement of the facts requiring such adjustment.


  



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4.4.2. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock 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 stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company 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 Common Stock is 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
twenty (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 Common Stock 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
Common Stock of record shall be entitled to exchange their shares of the Common Stock 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 Current Report on Form 8-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.
Notwithstanding the foregoing, any notice required to be given under this Section 4.4.2 shall be deemed given by the Company and
received by the Holders if such notice is publicly filed with the Commission.


 


4.5. Other
Events. If any event occurs of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided for
by such provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock
rights or other rights with equity features to all holders of Common Stock for no consideration), then the Company's Board of Directors
may, in its sole discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate
such additional consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder.
No adjustment to the Exercise Price will be made pursuant to more than one sub-section of this Section 4 in connection with a single
issuance. “Adjustment Right” means any right granted with respect to any securities issued in connection with,
or with respect to, any issuance, sale or delivery (or deemed issuance, sale or delivery in accordance with Section 4) of Common
Stock (other than rights of the type described in Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration
received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement
rights, cash adjustment or other similar rights) but excluding anti-dilution and other similar rights (including pursuant to Section
4.4 of this Agreement).


 


4.6. Notices
of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of
a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting
from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice
to each Holder, at the last address set forth for such holder in the Warrant Register, as of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The
Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or
instructions provided by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon
exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted
to be taken by it in accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant
Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof
from the Company.


  



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5. Restrictive
Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or
delivery of a Warrant Certificate for a fraction of a Warrant.


 


6. Redemption.


 


6.1. Redemption
Period. Commencing on the twelve (12) month anniversary of the Initial Exercise Date, the Company may redeem not less than
all of the outstanding Warrants, at any time while they are exercisable and prior to the Termination Date, at the office of the
Warrant Agent, upon notice to the Holders of the Warrants, as described in Section 6.2 below, at the price equal to $0.01 per Warrant
(the “Redemption Price”), provided that the last sales price of the Common Stock reported has been at least 170% of
the then effective Exercise Price per share (subject to adjustment as provided herein), on each of twenty (20) trading days within
a thirty (30) trading-day period and provided that there is an effective registration statement covering the shares of Common Stock
issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period
(as defined in Section 6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis”
pursuant to Section 3.3.6.


 


6.2. Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”)
to the Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice
mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder received
such notice.


 


6.3. Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or, solely at the Company’s option, on a “cashless
basis” in accordance with Section 3.3.6) at any time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants
to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.6, the notice of redemption shall contain
the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including
the “VWAP” (as such term is defined in Section 3.3.6 hereof) in such case. On and after the Redemption Date, the record
holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


7. Other
Provisions Relating to Rights of Holders of Warrants


 


7.1. No
Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor
shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered
holder of Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.


 


7.2. Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued Common Stock
that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1. Instructions.
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed
in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized
and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation
received in accordance with this Section 8.1.


  



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8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent
at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


8.3. Fees
and Expenses of Warrant Agent.


 


8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.


 


8.4. Liability
of Warrant Agent.


 


8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of
the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken
or suffered in good faith by it pursuant to the provisions of this Agreement.


  



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8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant
Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Warrant. Except as instructed by the Company, the Warrant
Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the
manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall,
when issued, be valid and fully paid and non-assessable.


 


8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common
Stock through the exercise of the Warrants.


 


9. Miscellaneous
Provisions.


 


9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


PeerStream, Inc.

122 East 42nd Street

New York, NY 10168

Attention: Corporate Secretary


 


with a copy to:


 


Haynes and Boone, LLP 


2323 Victory Avenue, Suite 700 


Dallas, TX 75219 


Attention: Gregory R. Samuel, Esq.


 


Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Corporate Stock Transfer, Inc.

3200 Cherry Creek Drive South, Suite 430


Denver, Colorado 80209

Attention: Carylyn Bell


  



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9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.


 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or
corporation other than the parties hereto and the Holders of the Warrants any right, remedy, or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Holders of the Warrants.


 


9.5. Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7. Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.


 


9.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing
any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the Holders, and (ii) to provide for the delivery of Alternative
Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment to increase the Exercise Price
or shorten the Exercise Period, shall require the vote or written consent of the Holders of 50% of the then outstanding Warrants.
Notwithstanding the foregoing, the Company may lower the Exercise Price or extend the duration of the Exercise Period without the
consent of the Holders.


 


9.9. Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


  


[SIGNATURE PAGE FOLLOWS]


  



    15


     


    

 


IN WITNESS WHEREOF, this Warrant Agent Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	 	PeerStream, Inc.
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	Corporate Stock Transfer, Inc.
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


Annex A - Form of Global Certificate


 


Annex B - Notice of Exercise


 


Annex C- Form of Certificated Warrant


 


Annex D - Authorized Representatives


 


Annex E- Form of Warrant Certificate Request Notice


  



    16


     


    

 


ANNEX A


 


[FORM OF GLOBAL CERTIFICATE]


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


PEERSTREAM, INC.


 


WARRANT CERTIFICATE


 


NOT EXERCISABLE AFTER [●],
2023


 


This certifies that
the person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth
below. Each Warrant entitles its registered holder to purchase from PEERSTREAM, INC., a Delaware corporation (the “Company”),
at any time prior to 5:00 P.M. (New York City time) on [●], 2023, one share
of common stock, par value $0.001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant
Shares”), at an exercise price of $[●] per share, subject to possible
adjustments as provided in the Warrant Agreement (as defined below).


 


This Warrant Certificate,
with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for
another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant
Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer and such other and further documentation as the Warrant Agent may reasonably request
and duly stamped as may be required by the laws of the State of New York and of the United States of America.


 


The terms and conditions
of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement
dated as of , 2018 (the “Warrant Agreement”) between the Company and Corporate Stock Transfer, Inc. (the “Warrant
Agent”). A copy of the Warrant Agreement is available for inspection during business hours at the office of the Warrant
Agent.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant
Agent.


 


WITNESS the facsimile
signature of a proper officer of the Company.


 


	 	PEERSTREAM, INC.
	 	By:	 
	 	Name: 	 
	 	Title	 


 


Dated [●],
2018


 


Countersigned:


	Corporate Stock Transfer, Inc., As Warrant Agent	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 


  



    Annex A-1


     


    

 


PLEASE 


 


DETACH HERE


 


——————————————————————————————————————


 


Certificate No.:________Number of Warrants:________


 


WARRANT CUSIP NO.: [●]


 


	 	PEERSTREAM, INC. 
	 	 
	[Name & Address of Holder]	[●]
	 	 
	 	By Mail:
	 	 
	 	By hand or overnight courier:



  



    Annex A-2


     


    

 


ANNEX B


 


NOTICE OF EXERCISE


	 	TO:	CORPORATE STOCK TRANSFER, INC.


(1) The undersigned hereby
elects to purchase Warrant Shares of PeerStream, Inc. 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 Shares as is necessary, in accordance with the formula set forth in Section
3.3.6, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in Section 3.3.6.


 


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


 


_________________________________


 


The Warrant Shares 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: _________________________________________


  



    Annex B-1


     


    

 


ANNEX C


 


[FORM OF CERTIFICATED WARRANT]


 


COMMON STOCK PURCHASE WARRANT


 


PEERSTREAM, INC.


 


 


	Warrant Shares:	Initial Exercise Date: [●], 2018
	 	 


  


CUSIP: [●]


  


THIS COMMON STOCK 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 [●] , 2018 (the “Initial Exercise Date”) and on
or prior to 5:00 p.m. (New York City time) on [●], 2023 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from PeerStream, Inc., a Delaware corporation (the “Company”),
up to [●] shares of the Company’s Common Stock (as subject to adjustment
hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be
equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a
security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be
the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form
pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


 


Section 1.Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business Day” means any day except
any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Commission” means the United States
Securities and Exchange Commission.


 


“Common Stock” means the common
stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be
reclassified or changed.


 


“Common Stock Equivalents” means
any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into
or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person” means an individual or
corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding” means an action, claim,
suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


 


“Registration Statement” means
the Company’s registration statement on Form S-1 (File No. 333-226003).


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.


  



    Annex C-1


     


    

 


“Trading Day” means a day on which
the Common Stock is traded on a Trading Market.


 


“Trading Market” means any of the
following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American,
the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors
to any of the foregoing).


 


“Transfer Agent” means Corporate
Stock Transfer, Inc., with a mailing address of 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209, and any
successor transfer agent of the Company.


 


“Warrant Agent Agreement” means
that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and the Warrant Agent.


 


“Warrant Agent” means the Transfer
Agent and any successor warrant agent of the Company.


 


“Warrants” means this Warrant and
other Common Stock Purchase Warrants issued by the Company pursuant to the Registration Statement.


 


Section 2.Exercise.


 


(a) 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 close of business on the Termination Date by delivery to the Warrant Agent of a duly executed facsimile
copy (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)) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price
for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States
bank 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 form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to
physically surrender this Warrant to the Warrant Agent until the Holder has purchased all of the Warrant Shares available hereunder
and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Warrant Agent for cancellation
within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Warrant Agent. Partial exercises of
this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect
of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. The Holder and the Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the
date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt
of such notice from the Warrant Agent. 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 Shares hereunder, the number
of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


Notwithstanding the foregoing
in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant
held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises
made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction
form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation,
as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the
Warrant Agent Agreement, in which case this sentence shall not apply.


 


(b) Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be $[●],
subject to adjustment hereunder (the “Exercise Price”).


  



    Annex C-2


     


    

 


(c) Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may exclusively 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 Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) =
the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless
exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP
as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market
is open, the prior Trading Day’s VWAP shall be used in this calculation);


  


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


  


(X) =
the number of Warrant Shares 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.


  


Notwithstanding
anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder
in lieu of delivery of the Warrant Shares.


  


If Warrant
Shares 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 Shares 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) (except where changes in law, rule or regulation would require the Company
to take a different position).


  


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (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 Common Stock is then listed or traded on
the OTCQB or OTCQX, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB
or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the
Common Stock are then reported in the “Pink Sheets” 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 share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


   


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).


   



    Annex C-3


     


    

 


(d) Mechanics
of Exercise.


   


(i) Delivery
of Warrant Shares Upon Exercise. The Warrant Agent shall cause the Warrant Shares purchased hereunder to be transmitted by
the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The
Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then
a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise
by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee,
for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder
in the Notice of Exercise by the date that is the earlier of (i) two (2) 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 (such date, the “Warrant Share 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 Shares with respect to
which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, 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 the delivery of the Notice of Exercise.
If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant
Share 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 Shares subject to such exercise (based on the VWAP of the Common Stock 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 Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
The Company agrees to use commercially reasonable efforts 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 Company’s primary Trading Market with respect
to the Common Stock 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 certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


 


(iii) Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


(iv) Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share 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, Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares 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 Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares 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 Shares
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect
to an attempted exercise of Common Stock 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 Common Stock upon exercise of the Warrant as required pursuant to the
terms hereof.


  



    Annex C-4


     


    

 


(v) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional Shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall round up to the next whole share (unless rounding down to the nearest whole share is required by law).


 


(vi) Charges,
Taxes and Expenses. Issuance of Warrant Shares 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 Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares 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 Warrant Shares 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 Transfer Agent 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
Shares.


 


(vii) Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 


(viii) 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 each person
subject to aggregation with such Holder or its Affiliates under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) (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 shares of Common
Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised 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 non-converted
portion of any other securities of the Company (including, without limitation, any other Common Stock 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. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report 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 shares of Common Stock outstanding. Upon the written
or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock 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 shares
of Common Stock outstanding immediately after giving effect to the issuance of Common Stock 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.


  



    Annex C-5


     


    

 


Section 3.Certain
Adjustments.


 


(a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification
of shares of Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon
the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) 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, however, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in
abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation).


  



    Annex C-6


     


    

 


(c) Intentionally
Omitted.


 


(d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding Common Stock (not including any Common Stock held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement
or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section
2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions
of this Section 3(d) pursuant to written agreements prior to such Fundamental Transaction and shall, at the option of the Holder,
deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such
Successor Entity (or its parent entity) equivalent to the Common Stock acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of
the Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares
of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior
to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor
Entity had been named as the Company herein.


 



    Annex C-7


     


    

 


(e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


(f) 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 Shares 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
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock 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 stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company 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 Common Stock is 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
twenty (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 Common Stock 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
Common Stock of record shall be entitled to exchange their shares of the Common Stock 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 Current Report on Form 8-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.
Notwithstanding the foregoing, any notice required to be given under this Section 3(f)(ii) shall be deemed given by the Company
and received by the Holders if such notice is publicly filed with the Securities and Exchange Commission.


 


Section 4.Transfer
of Warrant.


 


(a) Transferability.
This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office
of the Warrant Agent 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 Warrant Agent 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 Warrant Agent unless the Holder has assigned this Warrant in full, in which case, the
Holder shall surrender this Warrant to the Warrant Agent within three (3) Trading Days of the date the Holder delivers an assignment
form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by
a new holder for the purchase of Warrant Shares without having a new Warrant issued.


  



    Annex C-8


     


    

 


(b) New
Warrants. If this Warrant is not held in global form through DTC (or any successor depository), this Warrant may be divided
or combined with other Warrants upon presentation hereof at the aforesaid office of the Warrant Agent, 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 Warrant
Agent 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 original Initial Exercise Date of
this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


(c) Warrant
Register. The Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company and the Warrant
Agent 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.


 


Section 5.Redemption.


 


(a) Redemption
Period. Commencing on the twelve (12) month anniversary of the Initial Exercise Date, the Company may redeem not less than
all of the outstanding Warrants, at any time while they are exercisable and prior to the Termination Date, at the office of the
Warrant Agent, upon notice to the Holders of the Warrants, as described in Section 5(b) below, at the price equal to $0.01 per
Warrant (the “Redemption Price”), provided that the last sales price of the Common Stock reported has been at
least 170% of the then effective Exercise Price per share (subject to adjustment as provided herein), on each of twenty (20) trading
days within a thirty (30) trading-day period and provided that there is an effective registration statement covering the shares
of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day
Redemption Period (as defined in Section 5(b) below) or the Company has elected to require the exercise of the Warrants on a “cashless
basis” pursuant to Section 2(c).


 


(b) Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”)
to the Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice
mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder received
such notice.


 


(c) Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or, solely at the Company’s option, on a “cashless
basis” in accordance with Section 2(c) hereof) at any time after notice of redemption shall have been given by the Company
pursuant to Section 5.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders
of Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 2(c) hereof, the notice of redemption
shall contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants,
including the “VWAP” (as such term is defined in Section 2(c) hereof) in such case. On and after the Redemption Date,
the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.


  



    Annex C-9


     


    

 


Section 6.Miscellaneous.


 


(a) No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i) hereof, except as expressly set forth
in Section 3 hereof.


 


(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
Shares, 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 by any institutional investor), 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.


 


The Company
covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of issuing the necessary Warrant Shares 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 Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be
listed. The Company covenants that all Warrant 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 Shares in accordance
herewith, be duly authorized, validly issued, fully paid and non-assessable 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).


 


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) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this
Warrant and (iii) 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.


 


Before taking
any action which would result in an adjustment in the number of Warrant Shares 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.


  



    Annex C-10


     


    

 


(e) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflict of laws thereof. Each party agrees that all legal Proceedings concerning the interpretation, enforcement and defense of
this Warrant shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New
York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any provision hereunder), and hereby irrevocably waives, and agrees not to assert
in any suit, action or Proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or
such New York Courts are improper or inconvenient venue for such Proceeding. If any party shall commence an action or Proceeding
to enforce any provisions of this Warrant, then the prevailing party in such action or Proceeding shall be reimbursed by the other
party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of
such action or Proceeding.


 


(f) Restrictions.
The Holder acknowledges that the Warrant Shares 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 by the Holders hereunder including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, or by e-mail, or sent by a nationally recognized overnight
courier service, addressed to the Company, at 122 East 42nd Street, New York, NY 10168, Attention: Corporate Secretary,
email address: wsoto@peerstream.com.com, or such other email address or address as the Company may specify for such purposes by
notice to the Holders, along with a copy to Haynes and Boone, LLP, 2323 Victory Avenue, Suite 700, Dallas, Texas 75219, Attention:
Gregory R. Samuel, Esq. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall
be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to
each Holder at the facsimile number or address of such Holder appearing on the books of the Warrant Agent. Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such
notice or communication is delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section on a
day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party
to whom such notice is required to be given. Notwithstanding any other provision of this Warrant, where this Warrant provides for
notice of any event to the Holder, if this Warrant is held in global form by DTC (or any successor depositary), such notice shall
be sufficiently given if given to DTC (or any successor depositary) pursuant to the procedures of DTC (or such successor depositary),
subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent
Agreement, in which case this sentence shall not apply.


 


(i) Warrant
Agent Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued
subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the
Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling.


 


(j) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, 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 Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


  



    Annex C-11


     


    

 


(k) 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.


 


(l) 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 Shares.


 


(m) Amendment.
This Warrant may be amended by the parties hereto without the consent of any Holder (i) for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Holders, and (ii) to provide for the delivery of Alternative Issuance pursuant
to Section 3(d). All other modifications or amendments, including any amendment to increase the Exercise Price or shorten the Termination
Date, shall require the vote or written consent of the Holders of 50% of the then outstanding Warrants. Notwithstanding the foregoing,
the Company may lower the Exercise Price or extend the duration of the Termination Date without the consent of the Holders.


 


(n) 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, 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.


 


(o) 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)



    Annex C-12


     


    

 


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.


 





	 	PEERSTREAM, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title




  



    Annex C-13


     


    

 


NOTICE OF EXERCISE


  


	TO:	Corporate Stock Transfer, Inc.


 


	 	(1)	The undersigned hereby elects to purchase Warrant Shares of PeerStream, Inc. 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 Shares 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 Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).


 


 


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


 


	 
	 


  


The Warrant Shares 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: _________________________________________


 



    Annex C-14


     


    

 


ASSIGNMENT FORM


  


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


  


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


 


 


	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	(Please Print)


 


	Phone Number: :	 
	 	(Please Print)
	 	 
	Email Address: :	 
	 	(Please Print)


  


Dated: ________


  


Holder’s Signature: ________________


 


	Holder’s Address:	 
	 	(Please Print)


  



    Annex C-15


     


    

 


ANNEX D


 


AUTHORIZED


 


REPRESENTATIVES


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 


  



    Annex D-1


     


    

 


Annex E: Form of Warrant Certificate
Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


	To:	as Warrant Agent for PeerStream, Inc. (the “Company”)


 


The undersigned Holder of Common Stock
Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Definitive
Certificate evidencing the Warrants held by the Holder as specified below:


 


	 	1)	Name of Holder of Warrants in form of Global Warrants:
	 	 	 
	 	2)	Name of Holder in Definitive Certificate (if different from name of Holder of Warrants in form of Global Warrants):
	 	 	 
	 	3)	Number of Warrants in name of Holder in form of Global Warrants:
	 	 	 
	 	4)	Number of Warrants for which Definitive Certificate shall be issued:
	 	 	 
	 	5)	Number of Warrants in name of Holder in form of Global Warrants after issuance of
	 	 	 


 Definitive Certificate, if any:


 


	 	6)	Definitive Certificate shall be delivered to the following address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 


The undersigned hereby acknowledges and
agrees that, in connection with this Warrant Exchange and the issuance of the Definitive Certificate, the Holder is deemed to have
surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced
by the Definitive Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: _____________________________________


 


Signature of Authorized Signatory of Investing Entity: _____________________________


 


Name of Authorized Signatory: _____________________________________


 


Title of Authorized Signatory: _____________________________________


 


Date:____________________________________


  



    Annex D-2