Exhibit
4.19


 


COMMON
STOCK PURCHASE WARRANT


 


Curative
biotechnology, inc.


 


	Warrant
    Shares: _______	 	Initial
    Exercise Date: ________
	 	 	 
	 	 	Issue
    Date:  _________


 


CUSIP:


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the
“Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,”
a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) is entitled, upon
the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here
of (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2027 or the Redemption Date
(the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc., a Florida
corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”)
of the Company’s Common Stock. 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.


 


“Bid
Price” 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 bid price of the Common Stock for the time in question (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 OTCQB or OTCQX is not a Trading Market, the volume weighted average
per share 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 on the OTC Pink
Market (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 Public Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.


 




    	 



    	 



    

 





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


 


“Common
Stock” means the common stock of the Company, par value $0.0001 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.


 


“Equity
Conditions” means, with respect to any Redemption Notice Date: (i) on such date one or more registration statements (each,
the “Redemption Registration Statement”) shall be effective and the prospectus contained therein shall be available
on such date (with, for the avoidance of doubt, any shares of Common Stock previously issued pursuant to such prospectus deemed unavailable)
for the issuance of all the shares of Common Stock issuable upon exercise of this Warrant and other warrants issued pursuant to the Underwriting
Agreement (collectively, the “Registered Warrants”) in connection with the Redemption (such applicable aggregate number
of shares of Common Stock, each, a “Required Minimum Securities Amount”); (ii) on each day during the period beginning
thirty (30) calendar days prior to the applicable Redemption Notice Date and ending on and including the applicable Redemption Notice
Date (the “Equity Conditions Measuring Period”), the shares of Common Stock (including the shares of Common Stock
to be issued in the Redemption) is listed or designated for quotation (as applicable) on a Trading Market and shall not have been suspended
from trading on a Trading Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of
determination due to business announcements by the Company) nor shall delisting or suspension by a Trading Market have been threatened
(with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods)
or reasonably likely to occur or pending as evidenced by (A) a writing by such Trading Market or (B) the Company falling below the minimum
listing maintenance requirements of the Trading Market on which the shares of Common Stock is then listed or designated for quotation
(as applicable); (iii) during the Equity Conditions Measuring Period, the Company shall have delivered all Warrant Shares issuable upon
exercise of this Warrant on a timely basis as set forth in Section 2 hereof and all other share capital required to be delivered by the
Company on a timely basis as set forth in the Underwriting Agreement; (iv) the Required Minimum Securities Amount of shares of Common
Stock to be issued in connection with the Redemption may be issued in full without violating the rules or regulations of the Trading
Market on which the shares of Common Stock is then listed or designated for quotation (as applicable); (v) on each day during the Equity
Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which
has not been abandoned, terminated or consummated; (vi) the Company shall have no knowledge of any fact that would reasonably be expected
to cause the applicable Redemption Registration Statement to not be effective or the prospectus contained therein to not be available
for the issuance of the Required Minimum Securities Amount of shares of Common Stock in connection with the Redemption; (vii) the Holder
shall not be in possession of any material, non-public information provided to any of them by the Company, any of its subsidiaries or
any of their respective affiliates, employees, officers, representatives, agents or the like; (viii) on each day during the Equity Conditions
Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have breached any representation or warranty
in any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be
breached in any respect) or any covenant or other term or condition of this Warrant or the Underwriting Agreement, including, without
limitation, the Company shall not have failed to timely make any payment pursuant to this Warrant or the Underwriting Agreement; (ix)
on the applicable Redemption Notice Date (A) a sufficient number of shares shall be authorized and reserved in accordance with Section
6(d) and (B) all Warrant Shares to be issued in connection with the event requiring this determination may be issued in full without
resulting in a violation of Section 6(d); (x) the issuance of Required Minimum Securities Amount of shares of Common Stock to be issued
in connection with the Redemption will not result in a violation of Section 6(d); (xi) any shares of Common Stock to be issued in connection
with the Redemption may be issued in full without violating Section 2(e) hereof (or the equivalent provisions of any other applicable
Registered Warrants), (xii) no bone fide dispute shall exist, by and between any of holder of the Registered Warrants, the Company, the
principal Trading Market and/or FINRA with respect to any term or provision of this Warrant or the Underwriting Agreement and (xiii)
no Redemption hereunder shall have occurred during the twenty (20) Trading Day period immediately prior to Redemption Notice Date, and
(xiv) the shares of Common Stock issuable upon exercise of the Registered Warrants are duly authorized and listed and eligible for trading
without restriction on a Trading Market.


 






    	 



    	 



    

 


“Equity
Conditions Failure” means that on any day during the period commencing ten (10) Trading Days prior to the applicable Redemption
Notice Date through and including the applicable Redemption Date, the Equity Conditions have not been satisfied (or waived in writing
by the Holder).


 


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


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant
to any stock or option plan duly adopted for such purpose by the Board of Directors or a committee of non-employee directors established
for such purpose for services rendered to the Company (including, for the avoidance of doubt, any such plan that may be adopted following
the date of the Underwriting Agreement), (b) securities issued or issuable upon the exercise or exchange of or conversion of any securities
exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of (or issuable under)
the Underwriting Agreement, provided that such securities have not been amended since the date of the Underwriting Agreement to increase
the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities
issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided
that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that
require or permit the filing of any registration statement in connection therewith within 2 years following [●], 2022 (the “Initial
Exercise Date”), but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in securities.


 


“Offering”
means the underwritten public offering of securities by the Company pursuant to the Underwriting Agreement and as described in the Registration
Statement.


 


“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.


 


“Public
Warrants” means the Common Stock purchase warrants included in the units issued by the Company in the Offering pursuant to
the Registration Statement.


 


“Registration
Statement” means the Company’s registration statement on Form S-1 (File No. 333-262167), as amended.


 


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


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.


 


“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, the New York Stock
Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transfer
Agent” means Issuer Direct, the current transfer agent of the Company, with a mailing address of One Glenwood Ave., Suite 1001,
Raleigh, NC 27603 and a facsimile number of 202-521-3505, and any successor transfer agent of the Company.


 


“Underwriting
Agreement” means the underwriting agreement, dated as of [●], 2022 among the Company and Aegis Capital Corp. as underwriter
named therein, as amended, modified or supplemented from time to time in accordance with its terms.


 






    	 



    	 



    

 


“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 per share 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 OTCQB or OTCQX is not a Trading Market, the volume weighted
average price per share 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 on the OTC
Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per
share of the 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 Public Warrants then outstanding and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Warrant
Agency Agreement” means that certain warrant agency agreement, dated on or about [●], 2022, 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 to investors by the Company pursuant to the Registration Statement.


 


Section
2. Exercise.


 


a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy
or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice
of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period (as defined in Section 2(d)(i) herein) following the date of Notice of Exercise as aforesaid, the Holder shall deliver the aggregate
Exercise Price for the Warrant 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 be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has
been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading
Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant 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 Company 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. 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 Common Stock under this Warrant shall be $[●], subject to adjustment hereunder
(the “Exercise Price”).


 


c)
Cashless Exercise. If at any time after the six month anniversary of the Issue Date, there is no effective registration statement
registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant
may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled
to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


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


 


“Bid
Price” 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 bid price of the Common Stock for the time in question (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 OTCQB or OTCQX is not a Trading Market, 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 on The Pink Open Market (or
a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the 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 Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the 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 OTCQB or OTCQX is not a Trading Market, 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 on The Pink Open Market (or
a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the 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 Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 






    	 



    	 



    

 


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 characteristics of the Warrants being exercised, and the holding period of the Warrant
Shares being issued may be tacked on to the holding period of this Warrant. Assuming (i) the Holder is not an Affiliate of the Company,
and (ii) all of the applicable conditions of Rule 144 promulgated under the Securities Act with respect to Holder and the Company and
the Warrant Shares are met in the case of such a cashless exercise, the Company agrees that the Company will cause the removal of the
legend from such Warrant Shares (including by delivering an opinion of the Company’s counsel to the Company’s transfer agent
at its own expense to ensure the foregoing), provided that Rule 144 is legally available, and the Company agrees that the Holder is under
no obligation to sell the Warrant Shares issuable upon the exercise of the Warrant prior to removing the legend. The Company agrees not
to take any position contrary to this Section 2(c).


 


Notwithstanding
anything herein to the contrary, in the event that, on the Termination Date, there is no effective registration statement registering,
or no current prospectus available for the issuance of, the Warrant Shares to the Holder, this Warrant shall be automatically exercised
via cashless exercise pursuant to this Section 2(c) on such Termination Date.


 


d)
Mechanics of Exercise.


 


i.
Delivery of Warrant Shares Upon Exercise. The Company 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 the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), 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 earliest
of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the
aggregate Exercise Price to the Company and (iii) 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 by the Warrant Share Delivery Date. 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 third Trading Day after the Warrant Share Delivery Date) 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.


 






    	 



    	 



    

 


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, shares
of 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 shares of 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 shares
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 shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


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, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.


 






    	 



    	 



    

 


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 that 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.


 


e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of 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, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other 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. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding 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 one (1) Trading Day 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% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares 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 the Common Stock outstanding immediately after giving effect to the issuance of shares 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.


 






    	 



    	 



    

 


(f)
Reserved.


 


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 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 shares of Common Stock and such other capital stock of the Company (excluding treasury shares, if
any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock and such other
capital stock of the Company (excluding treasury shares, if any) 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 shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 


b)
Reserved.


 


c)
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 shares 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 shares
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that 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
shares of 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).


 


d)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein 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 of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).


 






    	 



    	 



    

 


e)
Fundamental Transaction.


 


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 shares 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 Company’s shares of Common Stock or 50% or more of the total voting
    power of the common equity of the Company;
	 	(iv)	the
    Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
    of shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are 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 Company’s outstanding shares of Common
    Stock or 50% or 50% or more of the total voting power of the common equity in the Company (each a “Fundamental Transaction”),


 


then,
upon any subsequent exercise of a Warrant, the Holder shall have the right to receive, for each share of Common Stock that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the
number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, or
depositary shares representing those shares, 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 limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation). 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.


 


Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at
the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction
(or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder
by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of
this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction
is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled
to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black
Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of shares of Common Stock of
the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination
thereof, or whether the holders of shares of Common Stock are given the choice to receive from among alternative forms of consideration
in connection with the Fundamental Transaction; provided, further, that if holders of shares of Common Stock of the Company are not offered
or paid any consideration in such Fundamental Transaction, such holders will be deemed to have received common stock of the Successor
Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.


 






    	 



    	 



    

 


“Black
Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting
(A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100%
and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the
Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share
used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of
any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning
on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable
Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e) and (D)
a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the
Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available
funds (or such other consideration) within the later of (i) five (5) Business Days of the Holder’s election and (ii) the date of
consummation of the 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(e) pursuant to written agreements in form reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to such 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 that
is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the
shares of 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 shares of Common Stock prior 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 this Warrant had immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from
and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction
Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities,
jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor
Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with
the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company
herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless of
(i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental
Transaction occurs prior to the Initial Exercise Date.


 






    	 



    	 



    

 


f)
Adjustment Upon Issuance of Shares of Common Stock. From the date hereof until two (2) years after the Issue Date (such period,
the “Adjustment Period”), the Company issues, sells, enters into an agreement to sell, or grants any option to purchase,
or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer,
sale, grant or any option to purchase or other disposition), in accordance with Section 3(f), is deemed to have issued or sold, any shares
of Common Stock or Common Stock Equivalents (excluding any Excluded Securities (as defined below) issued or sold or deemed to have been
issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price
in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the
“Applicable Price”) (the foregoing a “Dilutive Issuance”), then simultaneously with the consummation
(or, if earlier, the announcement) of such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to
the New Issuance Price. “Excluded Securities” means any issuance of shares of Common Stock, restricted share units, Options
and/or Convertible Securities (i) under the Company’s current or future equity incentive plans or issued to employees, directors,
consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and the
underlying shares of Common Stock) in exchange for Options issued under the Company’s equity incentive plans, subject to a limitation
of 15% of shares of Common Stock outstanding as of the Issue Date, (ii) issued pursuant to agreements, Options, restricted share units,
Convertible Securities or Adjustment Rights (as defined below) existing as of the date hereof, provided that such agreements, Options,
Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number
of such securities or decrease the exercise price, exchange price or conversion price of such securities, (iii) issued pursuant to acquisitions
(whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations
or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall
only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner
of an asset in a business complementary with the business of the Company and shall provide to the Company additional benefits in addition
to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in securities, provided that such securities are issued as “restricted
securities” (as defined in Rule 144) and carry no registration rights that require or permit the public filing and declaration
of effectiveness of any registration statement in connection therewith or (iv) to which the Holder consents in writing. “Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale
(or deemed issuance or sale in accordance with Section 3(f) of shares of Common Stock (other than rights of the type described in Sections
3(a) through (d)) 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). For all purposes
of the foregoing, the following shall be applicable:


 


i.
Issuance of Convertible Securities. If, during the Adjustment Period, the Company in any manner grants or sells any Convertible
Securities (other than Excluded Securities) and the lowest price per share for which one share of Common Stock underlying a Convertible
Security is issuable upon the conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Convertible
Security (such shares of Common Stock issuable upon such conversion, exercise or exchange of any Convertible Securities, the “Convertible
Securities Shares”) is less than the Applicable Price, then such shares of Common Stock shall be deemed to be outstanding and
to have been issued and sold by the Company at the time of the granting or sale of such Convertible Security for such price per share.
For purposes of this Section 3(f)(i), the “lowest price per share for which one share of Common Stock is issuable upon the conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Convertible Security” shall be equal to (A)
the sum of (1) the lowest amount of consideration (if any) received or receivable by the Company with respect to any one Convertible
Securities Share upon the granting or sale of such Convertible Security upon conversion, exercise or exchange of any Convertible Security
issuable upon exercise of such Convertible Security and (2) the lowest exercise price set forth in such Convertible Security for which
one Convertible Securities Share is issuable upon the conversion, exercise or exchange of any Convertible Securities issuable upon exercise
of any such Convertible Security, minus (B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any
other Person), with respect to any one Convertible Securities Share, upon the granting or sale of such Convertible Security and upon
conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Convertible Security plus the value of any
other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person),
with respect to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall
be made upon the actual issuance of such Convertible Securities Share or of such Convertible Securities upon the actual issuance of such
Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities.


 






    	 



    	 



    

 


ii.
Change in Convertible Security Price or Rate of Conversion. If, during the Adjustment Period, the purchase or exercise price provided
for in any Convertible Security, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any
Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares
of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable,
in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall
be adjusted to the Exercise Price which would have been in effect at such time had such Convertible Securities provided for such increased
or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially
granted, issued or sold. For purposes of this Section 3(f)(iii), if the terms of any Convertible Security that was outstanding as of
the Issue Date of this Warrant are increased or decreased in the manner described in the immediately preceding sentence, then such Convertible
Security and the Convertible Securities Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(f)(iii) shall be made if such adjustment
would result in an increase of the Exercise Price then in effect.


 


iv.
Calculation of Consideration Received. If any Option or Convertible Security is issued in connection with the issuance or sale
or deemed issuance or sale of any other securities of the Company (the “Primary Security”, and such Option or Convertible
Security, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together
comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall
be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security,
the lowest price per share for which one Ordinary Share is at any time issuable upon the exercise or conversion of the Primary Security
in accordance with Section 3(f)(i) or 3(f)(ii) above and (z) the lowest VWAP of the shares of Common Stock on any Trading Day during
the five Trading Day period immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such
public announcement is released prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading
Day in such five Trading Day period); provided if any shares of Common Stock, Options or Convertible Securities are issued or sold or
deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of cash received
by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be
the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt.
If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with
any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair market value
of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options
or Convertible Securities (as the case may be). The fair market value of any consideration other than cash or publicly traded securities
will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the
occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will
be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser
jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent
manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 






    	 



    	 



    

 


v.
Record Date. If, during the Adjustment Period, the Company takes a record of the holders of the shares of Common Stock for the
purpose of entitling them (A) to receive a dividend or other distribution payable in shares of Common Stock or in Convertible Securities
or (B) to subscribe for or purchase shares of Common Stock or Convertible Securities, then such record date will be deemed to be the
date of the issue or sale of shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making
of such other distribution or the date of the granting of such right of subscription or purchase (as the case may be).


 


vi.
Exercise Floor Price. No adjustment to the Exercise Price pursuant to Section 3(f) of this Warrant shall cause the Exercise Price
to be less than 50% of the per share price of shares of Common Stock issued in the Company’s initial public offering of securities
under registration statement file No. 333-264399 (as adjusted pursuant to Section 3(a) hereof for share splits, share dividends, recapitalizations
and similar events, the “Exercise Floor Price”). For the avoidance of doubt, if a Dilutive Issuance would cause the
Exercise Price to be lower than the Exercise Floor Price but for the immediately preceding sentence, then the Exercise Price shall be
equal to the Exercise Floor Price.


 


g)
Calculations. All calculations under this Section 3(g) 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(g), 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.


 


h)
Notice to Holder.


 


i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3(h)(i), 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 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.


 






    	 



    	 



    

 


i)
Reset of Exercise Price. If, on the date that is ninety (90) calendar days immediately following the Issue Date of this Warrant,
the Reset Price, as defined below, is less than the Exercise Price at such time, the Exercise Price shall be decreased to the Reset Price.
“Reset Price” shall mean the greater of (i) 50% of the Initial Exercise Price (as adjusted for share splits, share
dividends, recapitalizations and similar events pursuant to Section 3(a) hereof) and (ii) 100% of the lowest VWAP occurring on any day
between the Initial Exercise Date and ninety (90) calendar days following the Issue Date; provided that the Reset Price shall in no event
be less than a floor price of 50% of the Initial Exercise Price.


 


j)
Voluntary Adjustment by Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during
the term of this Warrant, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board
of Directors.


 


Section
4. Transfer of Warrant.


 


a)
Transferability. Subject to compliance with any applicable securities laws and the provisions of Section [●] of the Underwriting
Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole
or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to
pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. 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.


 


b)
New Warrants. If this Warrant is not held in global form through DTC (or any successor depositary), this Warrant may be divided
or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying
the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance
with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a
new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants
issued on transfers or exchanges shall be dated the Issue 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 Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 






    	 



    	 



    

 


d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or
transferee of this Warrant, as the case may be, comply with the provisions of Section [●] of the Underwriting Agreement.


 


e)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.


 


Section
5. Reserved.


 


Section
6. Redemption.


 


a)
Redemption. Subject to Section 2(e), at any time after the six-month anniversary of the Issue Date and prior to the expiration
of the Warrants, upon notice to the Holders, the Company may redeem, at the price of $0.01 per Warrant (the “Redemption Price”),
up to such aggregate number of fully paid, validly issued and non-assessable Warrant Shares equal to the least of (i) the aggregate number
of all remaining Warrant Shares available for purchase hereunder, (ii) the aggregate number of Warrant Shares then permitted to be issued
to the Holder in compliance with Section 2(e) above, and (iii) the Holder’s Redemption Limitation (such lesser number of Warrant
Shares, the “Maximum Redemption Share Amount”) as designated in the applicable Redemption Notice (as defined below)
to be issued and delivered in accordance with Section 1(a) hereof (each, a “Redemption”). Redemption shall be permitted
under this Section 6 provided that (i) no Equity Conditions Failure exists (unless waived, in whole or in part, in writing by the Holder
(and, if in part, only to the extent of the Warrant Shares applicable to such partial waiver)); (ii) the VWAP of the shares of Common
Stock listed on the principal Trading Market has been at least $[●] per share (as adjusted for share splits, share dividends, recapitalizations
and similar events) (the “Redemption Trigger Price”), on each of twenty (20) consecutive Trading Days prior to the
Redemption Notice Date; (iii) either (x) 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 Redemption Period (defined below) or (y)
the Company has elected to require the exercise of the Warrants via cashless exercise; and (iv) if and when the Warrants become redeemable
by the Company, the Company may not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the Warrants
is (a) not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration
or qualification or (b) would cause the Holder to exceed the Redemption Limitation (collectively, the “Redemption Conditions”).
For the purposes of this Section 6, “Redemption Limitation” means that number of shares of Common Stock equal to the Holder’s
Beneficial Ownership Limitation less the number of shares of Common Stock held by the Holder as of the Redemption Date.


 


b)
Mechanics. The Company may exercise its right to Redemption under this Section 6 on the Trading Day immediately following any
Redemption Measuring Period by delivering a written notice thereof, by electronic mail to all, but not less than all, of the holders
of the Registered Warrants (each, a “Redemption Notice”, and the date thereof, each a “Redemption Notice
Date”). For purposes of Section 2(a) hereof, “Redemption Notice” shall be deemed to replace “Exercise Notice”
for all purposes thereunder as if the Holder delivered an Exercise Notice to the Company on the Redemption Notice Date, mutatis mutandis.
Each Redemption Notice shall be irrevocable. The Company may only deliver one Redemption Notice in any given twenty (20) Trading Day
period. Each Redemption Notice shall (x) state that the Company is electing to effect a Redemption on the thirtieth (30th) day (the “Redemption
Date”) following the applicable Redemption Notice Date (such 30-day period, the “Redemption Period”), (y)
state the aggregate number of Warrant Shares to be exercised by the Holder (not in excess of the Maximum Redemption Share Amount) and
all of the holders of the Registered Warrants on the Redemption Date (subject to any adjustments thereto pursuant to Section 3 that may
occur prior to the Redemption Date), and (z) contain a certification from an officer or director of the Company that the Redemption Conditions
shall have been satisfied as of the Redemption Notice Date.


 






    	 



    	 



    

 


c)
Pro Rata Exercise Requirement. If the Company elects to cause a Redemption of this Warrant pursuant to this Section 6, then it
must simultaneously take the same action in the same proportion with respect to all of the Registered Warrants.


 


d)
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or via cashless exercise) at any time during the
Redemption Period. The Redemption Notice shall contain the information necessary to calculate the number of shares of Common Stock to
be received via cashless exercise of the Warrants, including the VWAP on the Trading Day immediately preceding the Redemption Notice
Date. After 5:00 p.m. (New York City time) on 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.


 


Section
7. Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. 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), except as expressly
set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to
receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash
settle an exercise of this Warrant.


 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant 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), 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 Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
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 nonassessable and free from all taxes, liens and charges
created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with
such issue).


 






    	 



    	 



    

 


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 nonassessable 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.


 


e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined
in accordance with the provisions of the Underwriting Agreement.


 


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)
Non-waiver 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, notwithstanding the fact that
the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Underwriting
Agreement, 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 notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall
be delivered in accordance with the notice provisions of the Underwriting Agreement.


 


i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant 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.


 


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


 


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


 










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


 


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


 


n)
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.


 


o)
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.


 


(Signature
Page Follows)


 






    	 



    	 



    

 


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.


 


	 	CURATIVE
    BIOTECHNOLOGY, INC
	 	 	 
	 	By:	                           
	 	Name:	I
    Richard Garr 
	 	Title:	Chief
    Executive Officer 


 


	 


 




    	 



    	 



    

 





EXHIBIT
A


 


NOTICE
OF EXERCISE


 


TO:
CURATIVE BIOTECHNOLOGY, INC.


 


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


 


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


 


[_]
in lawful money of the United States; or


 


[_]
if permitted the cancellation of such number of Warrant 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:





 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 


(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.


 


[SIGNATURE
OF HOLDER]


 


	Name
    of Investing Entity:	 
	 	 
	Signature
    of Authorized Signatory of Investing Entity:	 
	 	 
	Name
    of Authorized Signatory:	 
	 	 
	Title
    of Authorized Signatory:	 
	 	 
	Date:	 





 









    	 



    	 



    

 





EXHIBIT
B


 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant 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:	 	 
	 	 	 
	Email
    Address:	 	 
	 	 	 
	Dated:
    _______________ __, ______	 	 
	 	 	 
	Holder’s
    Signature:	 	 
	 	 	 
	 	 	 
	Holder’s
    Address: