Exhibit
4.1


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


CLASS
A COMMON STOCK WARRANT

Murphy Canyon Acquisition Corp.


 


	Warrant
    Shares:	 	 	Initial
    Exercise Date: [●]1, 2023


 


This
Class A Common Stock Warrant (this “Class A Common Stock 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 [●], 2023 (the “Initial Exercise Date”) and on or prior to the
earlier of (i) 5:00 p.m. (New York City time) on [●],2 2028, or (ii) the date fixed for redemption of the Subscription
Warrants (defined below) as provided in Section 4 (the “Termination Date”) but not thereafter, to subscribe for and
purchase from Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject
to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under
this Class A Common Stock Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


This
Class A Common Stock Warrant is issued pursuant to that certain Subscription Agreement (the “Subscription Agreement”),
dated November [●], 2022, among the Company and the Holder. Concurrent with the execution of the Subscription Agreement, the Company
entered into separate subscription agreements (“Other Subscription Agreements”) with certain other “qualified
institutional buyers” (within the meaning of Rule 144A under the Securities Act) and “accredited investors” (within
the meaning of Rule 501(a) under the Securities Act), pursuant to which the Company issued and sold to such investors additional Class
A Common Stock warrants issued in connection with the Other Subscription Agreements with terms substantially similar to this Class A
Common Stock Warrant (the “Other Class A Common Stock Warrants”, and together with this Class A Common Stock Warrant,
the “Subscription Warrants”).


 





 




 


1
To be 30 days after the completion of the initial business combination.


2
To be five years after the completion of the initial business combination.



 







    	 



     


    

 


Section
1. Definitions. In addition to the terms defined elsewhere in this Class A Common Stock Warrant, for all purposes of this Class
A Common Stock Warrant, the following terms have the meanings set forth 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 (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 Subscription Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


“Black
Scholes Value” means the value of this Class A Common Stock 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 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 Section 3(d),
(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 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 Class A Common Stock Warrant in accordance with the provisions of Section 3(d) pursuant to written agreements in form and
substance 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 the Holder in exchange for this Class A Common Stock Warrant a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Class A Common Stock Warrant which 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 Class A Common Stock Warrant (without regard to any limitations on the exercise
of this Class A Common Stock 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 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 Class A Common Stock Warrant immediately prior to the consummation of
such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. 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 Class A Common Stock 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 Class
A Common Stock Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 




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“Business
Day” and “business day” mean a day other than Saturday, Sunday or other day on which commercial banks in
New York, New York are authorized or required by law to close.


 


“Common
Stock” means the Company’s Class A common stock, par value $0.0001 per share.


 


“Common
Stock Equivalents” means any securities of the Company that 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.


 


“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.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“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).


 


“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 (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 in 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 Subscription Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 




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“Warrant
Agent” shall be any duly appointed agent selected by the Company. The Warrant Agent shall initially be the Company.


 


Section
2. Exercise.


 


(a) Exercise
of Class A Common Stock Warrant.


 


(i) Exercise
by Holder. Exercise of the purchase rights represented by this Class A Common Stock Warrant may be made, in whole or in part, at
any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (with a
copy to the Warrant Agent) 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 (the “Notice of Exercise”). Within the earlier of (i) two Trading Days and
(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date
of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the 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.


 


(ii) Exercise
Procedures. Notwithstanding anything herein to the contrary, subject to Section 2(d)(ii), the Holder shall not be required to
physically surrender this Class A Common Stock Warrant to the Company until the Holder has purchased all of the Warrant Shares
available hereunder and this Class A Common Stock Warrant has been exercised in full, in which case, the Holder shall surrender this
Class A Common Stock Warrant to the Company for cancellation within 3 Trading Days of the date on which the final Notice of Exercise
is delivered to the Company (with a copy to the Warrant Agent). Partial exercises of this Class A Common Stock 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 1 business day of receipt of such notice. Subject to the provisions
of Section 2(d)(ii), the Holder and any assignee, by acceptance of this Class A Common Stock 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.


 




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(b) Exercise
Price. The exercise price per share of Common Stock under this Class A Common Stock Warrant shall be $11.50, subject to adjustment
hereunder (the “Exercise Price”).


 


(c) Cashless
Exercise. Notwithstanding anything to the contrary set forth herein, if following 60 business days from the Closing (as defined in
the Subscription Agreement) and at the time of exercise hereof there is no effective registration statement registering the resale of
the Warrant Shares by, or the prospectus contained therein is not available for the resale of the Warrant Shares to, 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)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the
    Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid
    Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) 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 2 hours thereafter (including until 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 Class A Common Stock Warrant, as adjusted hereunder; and


 




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


 


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 this Class A Common Stock Warrant being exercised, and the holding
period of the Warrant Shares being issued may be tacked on to the holding period of this Class A Common Stock Warrant. The Company agrees
not to take any position contrary to this Section 2(c).


 


(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 Company’s
transfer agent (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 (“DTC”) 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 this Class A Common Stock Warrant),
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 by the date that is in the case of an exercise by the Holder, the earliest of (i) two Trading Days after the delivery to the Company
of the Notice of Exercise, (ii) one 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 Class A Common Stock Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, provided that, in the case of an exercise by a Holder, payment of the aggregate Exercise
Price (other than in the case of a cashless exercise) is received within the earlier of (i) two 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), $5.00 per Trading Day (increasing to $10.00 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 Class A Common Stock 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.


 




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(ii) Delivery
of New Class A Common Stock Warrants Upon Exercise. If this Class A Common Stock Warrant shall have been exercised in part, the Company
shall, at the request of the Holder and upon surrender of this Class A Common Stock Warrant certificate, at the time of delivery of the
Warrant Shares, deliver to the Holder a new Class A Common Stock Warrant evidencing the rights of the Holder to purchase the unpurchased
Warrant Shares called for by this Class A Common Stock Warrant, which new Class A Common Stock Warrant shall in all other respects be
identical with this Class A Common Stock 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 (other than any such failure that is solely due to
any action or inaction by the Holder with respect to such exercise), 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 this Class A Common Stock 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 this Class A Common Stock Warrant as required pursuant to the terms hereof.


 




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(v) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Class A Common Stock 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 Class A Common
Stock Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B 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 DTC (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 Class
A Common Stock Warrant, pursuant to the terms hereof.


 


Section
3. Certain Adjustments.


 


(a) Stock
Dividends and Splits. If the Company, at any time while this Class A Common Stock 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 Class A Common Stock 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 (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 Class A Common Stock Warrant shall be proportionately
adjusted such that the aggregate Exercise Price of this Class A Common Stock 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.


 




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(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 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 Class A Common Stock Warrant (without regard to any limitations on
exercise hereof) 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.


 


(c) Pro
Rata Distributions. During such time as this Class A Common Stock 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 Class A Common Stock 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 Class A Common Stock Warrant (without regard to any limitations on exercise hereof)
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.


 


(d) Fundamental
Transaction. If, at any time while this Class A Common Stock 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
the consolidated assets of the Company 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, merger or scheme of arrangement) with another person or group of persons whereby such other person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of 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 Class A Common Stock 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 Class A Common Stock 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 Class A Common Stock Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation
in Section 2(e) on the exercise of this Class A Common Stock 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 Class A Common Stock
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 Class A Common Stock 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 Class A Common Stock 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 Class A Common Stock Warrant, that is being offered and paid to the holders 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 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 Common Stock of the Company are not offered or paid
any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor
Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.


 




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(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
its assets, 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 Class A Common Stock Warrant constitutes, or contains, material,
non-public information regarding the Company, 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 Class A Common Stock 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.


 




    	10



     


    

 


(g) 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 Class A Common Stock Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the board of directors of the Company.


 


Section
4. Redemption.


 


(a) Redemption.
Subject to Section 4(d), all (and not less than all) of the outstanding Subscription Warrants may be redeemed, in whole and not in part,
at the option of the Company, at any time after the Subscription Warrants become exercisable, and prior to their expiration, at the office
of the Warrant Agent, upon the notice referred to in Section 6(b), at the price of $0.01 per Subscription Warrant (“Redemption
Price”); provided that the last sales price of the shares of Common Stock has been equal to or greater than $18.00 per share
(subject to adjustment for splits, dividends, recapitalizations and other similar events) for any 20 Trading Days within a 30 Trading
Day period commencing after the Subscription Warrants become exercisable and ending on the third business day prior to the date on which
notice of redemption is given and provided further that there is a current registration statement in effect with respect to the shares
of Common Stock underlying the Subscription Warrants for each day in the 30-Trading Day period and continuing each day thereafter until
the Redemption Date (defined below).


 


(b) Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Subscription 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 30 days prior to the date fixed for redemption to the holders of the Subscription Warrants
to be redeemed at their last addresses as they shall appear on the Warrant Register (defined below). 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. Subject to Section 4(f), this Class A Common Stock Warrant may be exercised in accordance with Section
2 at any time after notice of redemption shall have been given by the Company pursuant to Section 6(b) hereof and prior to the Redemption
Date; provided that the Company may require the Holder to exercise this Class A Common Stock Warrant to elect “cashless exercise”
in accordance with the procedures of Section 2(c), and the Holder must exercise this Class A Common Stock Warrant on a cashless basis
if the Company so requires. On and after the Redemption Date, the Holder of this Class A Common Stock Warrant shall have no further rights
except to receive, upon surrender of this Series A Warrant, the Redemption Price.


 




    	11



     


    

 


(d) No
Other Rights to Cash Payment. Except for a redemption in accordance with this Section 4, the Holder shall not be entitled to any
cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of this Series A Warrant.


 


(e) Exclusion
of Certain Series A Warrants. The Company understands that the redemption rights provided for by this Section 4 apply only to outstanding
Subscription Warrants. To the extent a person holds rights to purchase Subscription Warrants, such purchase rights shall not be extinguished
by redemption. However, once such purchase rights are exercised, the Company may redeem the Subscription Warrants issued upon such exercise
provided that the criteria for redemption is met.


 


(f) [Company’s
Exercise Limitations. The Company shall not effect any exercise 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 Class A Common Stock
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 Class A Common Stock 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, 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 applies, the determination of whether this Class A Common Stock 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 good faith discretion of the Holder, and it shall be the obligation of Holder to notify the Company within three (3) Trading Days
of receipt of a Notice of Exercise from the Exercise if the Holder believes any exercise or partial exercise thereof is unexercisable
because such exercise or partial exercise would cause the Holder and its Affiliates and Attribution Parties to beneficially own in excess
of the Beneficial Ownership Limitation, and the reasons and basis for such belief of the Holder. 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. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in
writing to the Holder the number of 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 Class A Common Stock Warrant.
The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section, even
to increase the Beneficial Ownership Limitation to exceed 4.99% 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 Class A Common Stock Warrant and the provisions of this
Section 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 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.]


 




    	12



     


    

 


Section
5. Transfer of Series A Warrant.


 


(a) Transferability.
Subject to compliance with any applicable securities laws, this Class A Common Stock Warrant and all rights hereunder are transferable,
in whole or in part, upon surrender of this Class A Common Stock Warrant at the principal office of the Company or its designated agent,
which shall initially be the Warrant Agent, together with a written assignment of this Class A Common Stock 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 Class
A Common Stock Warrantor Series A 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 Class A Common Stock Warrant evidencing the portion
of this Class A Common Stock Warrant not so assigned, and this Class A Common Stock Warrant shall promptly be cancelled. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Class A Common Stock Warrant to the Company
unless the Holder has assigned this Class A Common Stock Warrant in full, in which case, the Holder shall surrender this Class A Common
Stock Warrant to the Company within 3 Trading Days of the date on which the Holder delivers an assignment form to the Company assigning
this Class A Common Stock Warrant in full. The Series A Warrant, if properly assigned in accordance herewith, may be exercised by a new
holder for the purchase of Warrant Shares without having a new Class A Common Stock Warrant issued.


 


(b) New
Series A Warrants. This Class A Common Stock Warrant may be divided or combined with other Series A Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Series A Warrants
are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may
be involved in such division or combination, the Company shall execute and deliver a new Class A Common Stock Warrantor Series A Warrants
in exchange for the Class A Common Stock Warrantor Series A Warrants to be divided or combined in accordance with such notice. All Series
A Warrants issued on transfers or exchanges shall be dated the original issuance date and shall be identical with this Class A Common
Stock Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


(c) Class
A Common Stock Warrant Register. The Company shall register this Series A Warrant, upon records to be maintained by the Company for
that purpose (the “Class A Common Stock 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 Class A Common Stock 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. The Company has appointed the Warrant Agent to maintain the Class A Common Stock Warrant Register, as the Company’s
agent. The Company shall remain responsible for the contents of the Class A Common Stock Warrant Register, notwithstanding the appointment
of a Warrant Agent. The Company shall provide 30 days’ prior written notice to the Holder of any appointment of or change in Warrant
Agent and the new Warrant Agent’s contact information, including if the Company shall itself directly maintain the Class A Common
Stock Warrant Register after a third-party Warrant Agent has been appointed.


 


Section
6. Miscellaneous.


 


(a) No
Rights as Stockholder Until Exercise; No Settlement in Cash. This Class A Common Stock 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, except as expressly set forth
in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section
2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to
net cash settle an exercise of this Series A Warrant.


 


(b) Loss,
Theft, Destruction or Mutilation of Series A 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 Class A Common Stock Warrantor 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 this Series A Warrant, shall not include the posting of any bond), and upon surrender and cancellation of this Warrant or stock
certificate, if mutilated, the Company will make and deliver a new Class A Common Stock Warrantor stock certificate of like tenor and
dated as of such cancellation, in lieu of such Class A Common Stock Warrantor stock certificate.


 




    	13



     


    

 


(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 this Class A Common Stock Warrants 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 Series A Warrant. The Company further covenants that its issuance of this Class A Common Stock 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 Series A 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 Class A Common Stock Warrant will, upon exercise of the purchase rights represented by this
Class A Common Stock 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 Series
A 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 Class A Common Stock 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 Class A Common Stock 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 Series A Warrant.


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Class A Common Stock Warrants 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.


 




    	14



     


    

 


(e) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Class A Common Stock 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 conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Class A Common Stock Warrant(whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan 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 this Series A Warrant), and hereby
irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to
it under this Class A Common Stock Warrant and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
If either party shall commence an action or proceeding to enforce any provisions of this Series A Warrant, the prevailing party in such
action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses
incurred with 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 Series A 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 the 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 Series A Warrant, if the Company willfully and knowingly fails to comply with any provision of this Series A 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.


 




    	15



     


    

 


(h) Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight
mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and
received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or
(iii) three (3) business days after the date of mailing to the address below or to such other address or addresses as such person may
hereafter designate by notice given hereunder:


 


(i) if
to a Holder, to its address, email address and/or facsimile number set forth on the register of Holders on file with the Company, with
copies to such Holder’s representatives as set forth on such register, or to such other address, email address and/or to the attention
of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness
of such change;


 


(ii) if
to the Company, to:


 


4995
Murphy Canyon Road, Suite 300


San
Diego, California 92123


Attention:
Jack K. Heilbron, CEO


Email:
jheilbron@presidiopt.com


 



with a required copy to (which copy shall not constitute notice):


 


Sichenzia
Ross Ference LLP


1185
Avenue of the Americas, 31st Floor


New
York, NY 10036


Attention:
Darrin Ocasio, Esq.


E-mail:
dmocasio@srf.law


 


(i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Class A Common Stock 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 Series A 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 Class A Common Stock 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 Class A Common Stock 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 Class A Common Stock Warrant are intended to be for the benefit of any Holder from time to
time of this Class A Common Stock Warrant and shall be enforceable by the Holder or holder of Warrant Shares.


 




    	16



     


    

 


(l) Amendment.
This Class A Common Stock Warrant may be amended by the Company without the consent of any of the holders of the Subscription Warrants
for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making
any other provisions with respect to matters or questions arising under this Class A Common Stock Warrant that is not inconsistent with
the provisions of this Series A Warrant, (ii) evidencing the succession of another corporation to the Company, other than a Successor
Entity pursuant to a Fundamental Transaction, and the assumption by any such successor of the covenants of the Company contained in this
Series A Warrant, (iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Subscription
Warrants, and any provisions required in connection therewith, (iv) adding to the covenants of the Company for the benefit of the Holder
or surrendering any right or power conferred upon the Company under this Series A Warrant, (v) to comply with the rules of DTC, including
to permit the deposit of Subscription Warrants with the DTC and settlement through the facilities thereof; or (vi) amending this Class
A Common Stock Warrant in any manner that the Company may deem to be necessary or desirable and that will not adversely affect the interests
of the Holder in any material respect. All other modifications or amendments to this Series A Warrant, including any amendment to increase
the Exercise Price or move the Termination Date, shall require the written consent of the Company and each Holder of Class A Common Stock
Warrants.


 


(m) Severability.
Wherever possible, each provision of this Class A Common Stock Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Class A Common Stock 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 Series A Warrant.


 


(n) Headings.
The headings used in this Class A Common Stock Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Series A Warrant.


 


[signature
page follows]


 




    	17



     


    

 


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


 


	 	MURPHY CANYON ACQUISITION CORP.
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 




    	 



     


    

 


NOTICE
OF EXERCISE


 


To:
MURPHY CANYON ACQUISITION CORP.


 


CC:
WARRANT AGENT


 


(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to
the terms of the attached Class A Common Stock 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.


 


	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 Class A Common Stock Warrant, execute this form and supply required information. Do not use this form to purchase
shares.)


 


FOR
VALUE RECEIVED, the foregoing Class A Common Stock 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: