Exhibit 10.2


 


THIS
WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE
AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS
SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. 


 


WARRANT


 


To
Subscribe for and Purchase

Shares of Common Stock of


 


DanDrit
Biotech USA, Inc.


 


Date:
May ___, 2017


  


THIS
Common Stock Purchase Warrant CERTIFIES THAT, for value received, [_______________],
 or its registered assigns, (“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 date hereof (the “Initial Exercise Date”)
and on or prior to 5:00 PM Eastern Standard Time on [_______________] (the “Expiration Date”) but not thereafter,
to subscribe for and purchase from DanDrit Biotech USA, Inc., a Delaware corporation with offices at Fruebjergvej 3 Box 62, 2100
Copenhagen, Denmark (the “Company”) an aggregate of up to [________] shares of common stock, par value $0.0001
per share, of the Company (the “Shares”), at a price per Share specified herein, as adjusted in accordance
with Section 2 below (the “Purchase Price”). 


 


1. Exercise.


 


(a) Time
and Manner of Exercise. This Warrant may be exercised, in whole or in part (but not as to fractional shares), at any time
or times on or after the Initial Exercise Date and on or before the Expiration Date by delivery to the Company at its principal
executive offices as set forth above of a duly executed original, electronic of facsimile of the Notice of Exercise, a form of
which is annexed hereto, together with aggregate Purchase Price for the Shares specified in the Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank.


 


(b) Notwithstanding
anything contained 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 Shares and the Warrant has been exercised in full, in which case the Holder shall surrender
this Warrant to the Company for cancellation within five (5) 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 Shares available hereunder
shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable
number of Shares purchased. The Holder and the Company shall maintain records showing the number of Shares purchased and the date
of such purchases. The Company shall deliver any objection to any Notice of Exercise within three (3) Business days 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 Shares hereunder, the number of Shares available for purchase hereunder
at any given time may be less than the amount stated on the face hereof.


 






    


     


    

 


(c) Mechanics
of Exercise.


 


(i) Delivery
of Certificates Upon Exercise. Certificates for Shares purchased hereunder shall be transmitted by the transfer agent for
the Common Stock (the “Transfer Agent”) to the Holder by physical delivery of a certificate to the address
specified by the Holder in the Notice of Exercise by the date that is five (5) days after the latest of (A) the delivery
to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate
Purchase Price as set forth above (such date, the “Warrant Share Delivery Date”). The 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 the Warrant has been exercised, with payment to the Company of the Purchase
Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(b)(v) below, prior to the issuance of such
Shares, having been paid.


 


(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, at the time of delivery of the certificate or certificates representing Shares, deliver
to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Shares called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant.


 


(iii) 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 Purchase Price or round up to the next whole share.


 


(iv) Legends.
Until the date on which a registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities
Act”) covering the issuance and sale or the resale of the Shares is declared effective by the U.S. Securities and Exchange
Commission (the “SEC”) and subject to the requirements of Rule 144 promulgated under the Securities Act, any
certificates evidencing the Shares shall bear a legend substantially in the following form:


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“THE ACT”) AND ARE
“RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION
OF THE COMPANY.


 






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(v) Charges,
Taxes and Expenses. Issuance of certificates for 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 certificate, all of which taxes and expenses shall be paid
by the Company, and such certificates 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 certificates for 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.


 


2. Certain
Adjustments.


 


(a) Stock
Dividends and Stock Splits. If the Company, at any time after the date hereof: (A) shall pay a stock dividend or otherwise
make a distribution or distributions on shares of its Common Stock in shares of Common Stock, (B) subdivide outstanding shares
of Common Stock into a larger number of shares, or (C) combine (including by way of reverse stock split) outstanding shares
of Common Stock into a smaller number of shares, then the Purchase Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of
shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 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 reclassification, and the number of
shares issuable upon exercise of this Warrant, shall be proportionately adjusted such that the aggregate Purchase Price of this
Warrant shall remain unchanged.


 


(b) Notice
to Holder.


 


(i) Adjustment
to Purchase Price. Whenever the Purchase Price is adjusted pursuant to any of this Section 2, the Company shall promptly mail
to the Holder a notice setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts
requiring such adjustment.


 


(ii) Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution) on its Common
Stock; (B) 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; (C) 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, of any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property; or 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 mailed
to the Holder at the last address as it shall appear upon the books and records of the Company, at least ten (10) 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 mail such notice or any defect therein
or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder
is entitled to convert this Warrant during the 10-day period commencing the date of such notice to the effective date of the event
triggering such notice.


 






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(iii) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of
the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash
or property, or (D) the Company effects any reclassification 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 (in any such case,
a “Fundamental Transaction”), then upon any subsequent exercise of this Warrant, the Holder shall have the
right to receive, for each share of Common Stock that would have been issuable upon such conversion absent such Fundamental Transaction,
the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such
Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock
(the “Alternate Consideration”). For purposes of any such conversion, the determination of the Purchase 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 Purchase 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. To the extent necessary to effectuate the foregoing provisions, any successor
to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the
foregoing provisions and evidencing the Holder’s right to exercise such warrant for the Alternate Consideration. The terms
of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving
entity to comply with the provisions of this paragraph (b) and insuring that this Warrant (or any such replacement security)
will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 






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3. Transfer
of Warrant.


 


(a) Transferability.
This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office
of the 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. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder
for the purchase of Warrant Shares without having a new Warrant issued.


 


(b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed
by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial
issuance date of this Warrant and shall be identical with this Warrant except as to the number of 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.


 


4. 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.


 


(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 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.


 






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(d) Authorized
Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance of the 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 executing stock certificates to execute and issue the necessary certificates for
the 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 Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any trading market upon which the Common Stock may be listed. The Company covenants that all 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 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).


 


(e) Jurisdiction;
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be
determined in accordance with the laws of the State of Delaware.


 


(f) Restrictions.
The Holder acknowledges that the Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities laws.


 


(g) Nonwaiver.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Holder’s rights, powers or remedies.


 


(h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
to the Holder at the following address:


 


[_______________] 


[_______________] 


[_______________] 


Attn:
[_______________]


  


(i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for
the Purchase Price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.


 


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


 


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


 






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(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)









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IN
WITNESS WHEREOF, Dandrit Biotech USA, Inc. has caused this Warrant to be signed by its duly authorized officer and this Warrant
to be dated as of the date set forth above. 


 


	 	DANDRIT
    BIOTECH USA, INC.
	 	 	 
	 	By	 
	 	Name:
    	Aldo
    Petersen
	 	Its:	Chief
    Executive Officer


 


Acknowledged
and agreed: 


 


[_______________]


  


	By	 	 
	Name	 	 
	Its	 	 







 






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EXHIBIT
A


 


NOTICE
OF EXERCISE


 


TO:
DANDRIT BIOTECH USA, INC.


 


(1) The
undersigned hereby elects to purchase _____ 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):


 


☐ wire
transfer in lawful money of the United States; or 


☐ cashier’s
check drawn on a U.S. bank


 


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


 


_________________________ 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: _______________________________________________________________________ 


Signature
of Authorized Signatory of Investing Entity: _________________________________________________


Name
of Authorized Signatory: ___________________________________________________________________ 


Title
of Authorized Signatory: ____________________________________________________________________ 


Date:
_______________________________________________________________________________________


 


 


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