FORM
OF WARRANT


 


	Warrant
    Shares: [_______]	Issuance
    Date: [________], 2017


 


THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”)
certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms
and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date
hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third year anniversary
of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CYBERSPACE
VITA, INC., a Nevada 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 Warrant shall
be equal to the Exercise Price, as defined in Section 2(b).




 


Section
1.Definitions. Except as set forth in this Section 1, capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Subscription Agreement (the “Subscription Agreement”), dated [__________],
2017, by and between the Company and the Holder.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Registration
Statement” means the registration statement of the Company, if any, filed under the Securities Act of 1933, as amended,
covering the resale of the securities of the Company by the Holder, in the manner described in the Registration Statement.


 


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


 


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


 




    	 	 	 



    	 



    


 


“Transfer
Agent” means American Registrar & Transfer Co., the current transfer agent of the Company, with a mailing address
of 1234 W South Jordan Pkwy Ste 3-B, South Jordan, UT 84095 and a facsimile number of (801) 363-9066, and any successor transfer
agent of the Company.


 


Section
2.Exercise.


 


a)       Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company
as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company)
of a duly executed facsimile copy or pdf copy submitted by email attachment of the Notice of Exercise in the form annexed hereto
(“Notice of Exercise”). Within the earlier of (i) three (3) 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. 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 this 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 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) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and
agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant 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.


 


b)       Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be $0.50, subject to adjustment hereunder
(the “Exercise Price”).


 


c)       Cashless
Exercise. Notwithstanding anything herein to the contrary, if at the time of exercise of this Warrant, the Registration Statement
is not effective or the prospectus contained therein is not available for use for the issuance by the Company to the Holder of
all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu
of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate Exercise
Price elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according
to the following formula (a “cashless exercise”):


 


	Net
    Number 	=
    (A x B) - (A x C)
	 	             B


 




    	 	 	 



    	 



    


 


For
purposes of the foregoing formula:


 


	 	A=
    	the
    total number of shares with respect to which this Warrant is then being exercised.
	 	 	 
	 	B=
    	as
    applicable: (i) the closing sale price of the Common Stock on the principal trading market on which the Common Stock may then
    be listed 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)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii)
    the bid price of the Common Stock on the principal trading market on which the Common Stock may then be listed 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 pursuant to Section 2(a) hereof or
    (iii) the closing sale price of the Common Stock on the principal trading market on which the Common Stock may then be listed
    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.
	 	 	 
	 	C=	 the
    Exercise Price then in effect for the applicable Warrant Shares at the time of such 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 registered characteristics of the Warrants being exercised. Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise
pursuant to this Section 2(c).


 


d)       Mechanics
of Exercise.


 


i.       Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder shall be transmitted by the
Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through
its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the
Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the
address specified by the Holder in the Notice of Exercise by the date that is the later of (A) the earlier of (i) three (3) Trading
Days and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case after the delivery to the Company
of the Notice of Exercise and (B) one (1) Trading Day after the payment of the aggregate Exercise Price as set forth above (including
by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). Except as set forth below,
the Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as of the date this Warrant has been exercised, with
payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the
Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Holder shall be deemed
to have exercised this Warrant upon delivery of a duly completed 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 per Trading Day (increasing to $10 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. As used in this Warrant, “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. 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.


 




    	 	 	 



    	 



    


 


ii.       Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of the
Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to Holder a new
Warrant evidencing the rights of 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) 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 this 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 Warrant Shares upon exercise
of this Warrant as required pursuant to the terms hereof. For purposes of this Agreement “VWAP” shall mean 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 the NYSE MKT, the Nasdaq Stock Market or the NYSE (each, “Trading Market”), the daily volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed
or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City
time)), (b) if the Common Stock is then listed or quoted on the OTC Bulletin Board, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted
for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published
by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock
as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then
outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company


 


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 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 other 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 two Trading Days confirm orally and in writing to the Holder
the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% 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.


 




    	 	 	 



    	 



    


 


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 (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)       [RESERVED]


 


c)       [RESERVED]


 


d)       Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding 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 Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard
to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise
of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all
cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a Fundamental
Transaction involving a person or entity not traded on a national securities exchange, including, but not limited to, the Nasdaq
Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, 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, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black
Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction.
“Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg, L.P. (“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 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 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 (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. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business
Days of the Holder’s election (or, if later, on the effective date 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 and the other Transaction Documents in accordance
with the provisions of this Section 3(e) 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 Warrant a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital
stock of such Successor Entity (or its parent entity) equivalent to the 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 pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of
this Warrant immediately prior to the consummation of such Fundamental Transaction), 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 Warrant and the other
Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every
right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction
Documents with the same effect as if such Successor Entity had been named as the Company herein.


 




    	 	 	 



    	 



    


 


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


 


f)       Notice
to Holder.


 


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


 


ii.       Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email
to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least
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.


 




    	 	 	 



    	 



    


 


Section
4.Piggy-back Registration Rights.


 


a)       For
a period of twelve (12) months following the Closing Date, the Company shall notify the Holder in writing at least twenty (20)
days prior to the filing of any registration statement under Securities Act, in connection with a public offering of shares of
the Company’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities
of the Company but excluding any registration statements (i) on Form S-8 (or any successor or substantially similar form), or
of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan,
or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions
covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales
or does not include substantially the same information as would be required to be included in a registration statement covering
the resale of the Warrant Shares) and will afford the Holder an opportunity to include in such registration statement all or part
of the Warrant Shares held by the Holder. In the event the Holder desires to include in any such registration statement all or
any part of the Warrant Shares held by the Holder, the Holder shall within ten (10) days after the above-described notice from
the Company, so notify the Company in writing, including the number of such Warrant Shares that the Holder wishes to include in
such registration statement. If the Holder decides not to include all of its Warrant Shares and in any registration statement
thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any
subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the
securities, all upon the terms and conditions set forth herein.


 


b)       Notwithstanding
the foregoing, if the managing underwriter or underwriters of any such proposed public offering or private placement advise the
Company that the total amount or kind of securities that the Holder, the Company and any other persons intended to be included
in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering or private
placement, then the amount or kind of securities to be offered for the various parties wishing to have shares of the Company’s
common stock registered shall be included in the following order:


 


i.       if
the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary
Securities”):


 




    	 	 	 



    	 



    


 


(A)       first,
the Primary Securities; and


 


(B)second,
the Warrant Shares requested to be included in such registration statement, together with shares of its common stock that do not
constitute Warrant Shares or Primary Securities (“Other Securities”) held by parties exercising similar piggy-back
registration rights (or if necessary, such Warrant Shares and Other Securities pro rata among the holders thereof based upon the
number of such Warrant Shares and Other Securities requested to be registered by each such holder).


 


ii.       if
the Company proposes to register Other Securities:


 


(A)       first,
the Other Securities requested to be included in such registration by holders exercising demand registration rights; and


 


(B)       second,
the Warrant Shares requested to be included in such registration, together with Other Securities held by parties exercising similar
piggy-back registration rights (or if necessary, such Warrant Shares and Other Securities pro rata among the holders thereof based
upon the number of such Se Warrant Shares curities and Other Securities requested to be registered by each such holder).


 


Anything
to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a registration statement referred to herein
at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation
to the Subscriber.


 


c)       In
connection with its obligation under this Section 4, the Company will (i) furnish to the Holder without charge, at least one copy
of any effective registration statement and any post-effective amendments thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all documents incorporated therein by reference and all exhibits (including those incorporated
by reference) in the form filed with the SEC; and (ii) deliver to the Holder and the underwriters, if any, without charge, as
many copies of the then effective prospectus included in the Registration Statement, as the same may be amended or supplemented
(including such prospectus subject to completion) (the “Prospectus”), and any amendments or supplements thereto
as such persons may reasonably request.


 


d)       As
a condition to the inclusion of its Warrant Shares, the Holder shall furnish to the Company such information regarding the Holder
and the distribution proposed by the Holder as the Company may request in writing or as shall be required in connection with any
registration, qualification or compliance referred to in the Subscription Agreement.


 


e)       The
Holder agrees by acquisition of the Warrant Shares that, upon receipt of any notice from the Company of the happening of any event
that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of the Holder’s rights
under this Section 4, the Holder will forthwith discontinue disposition of the Warrant Shares pursuant to the then current Prospectus
until the Holder is advised in writing by the Company that the use of the Prospectus may be resumed. If so directed by the Company,
on the happening of such event, the Holder will deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in the Holder’s possession, of the Prospectus covering the Warrant Shares at the time of receipt
of such notice.


 




    	 	 	 



    	 



    


 


f)       The
Holder hereby covenants with the Company (i) not to make any sale of Warrant Shares without effectively causing the prospectus
delivery requirements under the Securities Act to be satisfied, and (ii) if such Warrant Shares are to be sold by any method or
in any transaction other than on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Nasdaq
Capital Market or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, to
notify the Company at least 5 business days prior to the date on which the Holder first offers to sell any such Warrant Shares.


 


g)       The
Holder acknowledges and agrees that the Warrant Shares sold pursuant to a registration statement described in this Section 4 are
not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Warrant
Shares is accompanied by a certificate reasonably satisfactory to the Company to the effect that (x) the Warrant Shares have been
sold in accordance with such registration statement and (y) the requirement of delivering a current Prospectus has been satisfied.


 


h)       The
Holder shall not take any action with respect to any distribution deemed to be made pursuant to such registration statement that
would constitute a violation of Regulation M under the Exchange Act, or any other applicable rule, regulation or law.


 


i)       Upon
the expiration of the effectiveness of any registration statement described in this Section 4, the Holder shall discontinue sales
of the Warrant Shares pursuant to such registration statement upon receipt of notice from the Company of the Company’s intention
to remove from registration the Warrant Shares covered by such registration statement that remain unsold, and the Holder shall
notify the Company of the number of registered Warrant Shares that remain unsold immediately upon receipt of such notice from
the Company.


 


j)       Anything
to the contrary contained in this Agreement notwithstanding, when, in the opinion of counsel for the Company, registration of
the Warrant Shares and is not required by the Securities Act, in connection with a proposed sale of such Warrant Shares, the Holder
shall have no rights pursuant to this Section 4. In furtherance and not in limitation of the foregoing, the Holder shall have
no rights pursuant to this Section 4 at such time as all of the Holder’s Warrant Shares may be sold without limitation pursuant
to Rule 144.


 


Section
5.Transfer of Warrant.


 


a)       Transferability.
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. This 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. 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 5(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 this Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial
issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant 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.


 


Section
6.Miscellaneous.


 


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


 


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 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 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 Subscription 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)       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 Holder’s rights, powers or remedies. Without limiting any other
provision of this Warrant or the Subscription 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 notices, consents, waivers or other document or communications required or permitted to be given or delivered under the terms
of this Warrant must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii)
when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on
file by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically
or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s
e-mail server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1)
Trading Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed
to the party to receive the same. If notice is given by facsimile or email, a copy of such notice shall be dispatched no later
than the next business day by first class mail, postage prepaid. The addresses, facsimile numbers and e-mail addresses for such
communications shall be:


 




    	 	 	 



    	 



    


 


If
to the Company:


 


	 	ATTN:
    	 	 
	 	 	 	 
	 	Address:	 	 
	 	 	 	 
	 	 	 	 


 


If
to a Holder, to its address, facsimile number or e-mail address set forth herein or on the books and records of the Company.


 


Or,
in each of the above instances, to such other address, facsimile number or e-mail address and/or to the attention of such other
Person as the recipient party has specified by written notice given to each other party at least five (5) days prior to the effectiveness
of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date and recipient facsimile
number or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from an overnight courier service in accordance with clause (i), (ii) or (iv) above, respectively. A copy of the e-mail
transmission containing the time, date and recipient e mail address shall be rebuttable evidence of receipt by e-mail in accordance
with clause (iii) above.


 


i)       Limitation
of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of 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 and the Holder.


 


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.


 


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


 


(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.


 


	 	CYBERSPACE
                                         VITA, INC.



	 	 	 
	 	By:	     
	 	Name:
	 
	 	Title:
	 


 


(Signature
Page to Firm Warrant)


 




    	 	 	 



    	 



    


 


NOTICE
OF EXERCISE


 


	To:	CYBERSPACE
    VITA, 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


 


[  ] 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 Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


In
accordance with Section 2(d) of the Warrant, the Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity:


________________________________________________________________________


Signature
of Authorized Signatory of Investing Entity:


_________________________________________________


Name
of Authorized Signatory:


___________________________________________________________________


Title
of Authorized Signatory:


____________________________________________________________________


Date:


________________________________________________________________________________________


 




    	 	 	 



    	 



    


 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute

this form and supply required information.

Do not use this form to exercise the Warrant.)


 


FOR
VALUE RECEIVED, [_______] shares underlying the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


Dated:
______________, _______


 





	 	Holder’s Signature:	 	 
	 	 	 	 
	 	Holder’s Address:	 	 
	 	 	 	 




 


Signature
Guaranteed: ___________________________________________


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.