EXHIBIT 10.2


 





THIS SECURITY HAS NOT BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR
SOLD UNLESS (I) REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS, (II) THIS
SECURITY MAY BE SOLD PURSUANT TO RULE 144 OF THE ACT OR (III) UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES.  THEREFORE,
NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED
TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR
APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, (B) THE SECURITY MAY BE SOLD PURSUANT TO RULE 144 OF THE ACT OR (C) THE
ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL
IS NOT REQUIRED.


 


WARRANT


 


For the Purchase of Shares of Common Stock
of


 


BLACK RIDGE OIL & GAS, INC.


(formerly known as Ante5, Inc.)


 


Void After 5 P.M., CT, on August 31, 2015


 


	Date:


 


Warrant to Purchase
[                          ] Shares of Common Stock


 


THIS IS TO CERTIFY, that, for value
received, Dougherty Funding LLC, or successors or registered assigns (the “Holder”), is entitled, subject to the terms
and conditions hereinafter set forth, at any time and from time to time during the period commencing as of 9:00 A.M., CT, on [                          ] (the “Issue Date”) and ending as of 5:00 P.M., CT, August 31, 2015 at which time this Warrant shall become void
and all rights hereunder shall cease, to purchase [                          ] shares (the “Warrant Shares”) of Common Stock, par value $0.001
(“Common Stock” or the “Shares”), of Black Ridge Oil & Gas, Inc. (formerly known as Ante5, Inc.), a
Delaware corporation (the “Company”), from the Company at an exercise price per Share equal to $0.38 at the date of
issuance (the exercise price in effect being herein called the “Exercise Price”).  The number of Warrant
Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as described
herein.  This Warrant is being issued pursuant to that certain Amended and Restated Fee Agreement dated as of September 5, 2012
between the Company and the Holder.   Capitalized terms used herein have the respective meanings ascribed thereto
in the Amended and Restated Secured Revolving Credit Agreement dated as of September 5, 2012 (“the “Credit Agreement”)
between the Company and the Holder unless otherwise defined herein.


 


SECTION 1.        Terms of this Warrant


 


1.1           Time
of Exercise.  This Warrant may be exercised at any time and from time to time during the period commencing as of
9:00 A.M., CT, on [                          ] (the “Issue Date”) and ending as of 5:00 P.M., CT, on August 31, 2015, at which time this Warrant
shall become void and all rights hereunder shall cease. This Warrant shall be subject to cancellation by the Company if it is conclusively
determined through arbitration or legal proceedings that the Holder defaulted in its obligation to make Advances to the Company
in accordance with the Credit Agreement and such default was not cured.


 


1.2           Manner
of Exercise.


 


1.2.1           The
Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant, with the duly executed exercise notice,
in the form attached hereto as Appendix A, to the Company at its corporate office in Minnetonka, Minnesota, and upon payment
to the Company of the Exercise Price for each Warrant Share to be purchased in lawful money of the United States, or by certified
or cashier's check, or wired funds or by cashless exercise as provided in Section 1.3 below.


 



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1.2.2           Upon
receipt of this Warrant with the duly executed exercise notice and accompanied by payment of the aggregate Exercise Price for the
Warrant Shares for which this Warrant is then being exercised (unless this Warrant is being exercised on a cashless basis as provided
in Section 1.3 below), the Company shall cause to be issued and delivered to the Holder, certificates for the total number of whole
Warrant Shares for which this Warrant is being exercised in such denominations as are required for delivery to the Holder.  


 


1.2.3           In
case the Holder shall exercise this Warrant with respect to less than all of the Warrant Shares that may be purchased under this
Warrant, the Company shall execute a new Warrant for the balance of the Warrant Shares that may be purchased upon exercise of this
Warrant and deliver such new Warrant to the Holder.


 


1.2.4           The
Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the issue
of this Warrant, or the issue of any Shares upon the exercise of this Warrant.  The Company shall not, however, be required
to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Warrant
Shares in a name other than that of the Holder at the time of surrender, and until the payment of such tax the Company shall not
be required to issue such Warrant Shares.


 


1.3           Cashless
Exercise.  Notwithstanding any other provision contained herein to the contrary, the Holder may elect to receive,
without the payment by the Holder of the aggregate Exercise Price in respect of the shares of Common Stock to be acquired, shares
of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant
(or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix
B, duly executed, to the Company.  Thereupon, the Company shall issue to the Holder such number of fully paid, validly
issued and nonassessable shares of Common Stock as is computed using the following formula:


 


X = Y (A - B)


A


 


where


 


X =           the
number of shares of Common Stock to which the Holder is entitled upon such cashless exercise;


 


Y =           the
total number of shares of Common Stock covered by this Warrant for which the Holder has surrendered purchase rights at such time
for cashless exercise (including both shares to be issued to the Holder and shares as to which the purchase rights are to be canceled
as payment therefor);


 


A =          the
Market Price of one share of Common Stock as at the date the net issue election is made; and


 


B =           the
Exercise Price in effect under this Warrant at the time the net issue election is made.


 


1.4           Market
Price.  “Market Price” shall mean, on any given day: (A) if the class of Warrant Shares is exchange-traded,
the average of the closing sales prices per share of the class of Warrant Shares for the ten (10) consecutive trading days ending
on the day that is two (2) trading days prior to the applicable date of determination of Market Price; or (B) if the class
of Warrant Shares is not listed or admitted to trading on any securities exchange but is regularly traded in any over-the-counter
market, then the average of the bid and ask prices per share of the class of Warrant Shares for the ten (10) consecutive trading
days ending on the day that is two (2) trading days prior to the applicable date of determination of Market Price; or (C) if
the class of Warrant Shares is not traded as described in clauses (A) or (B), then the per share market price of the class
of Warrant Shares as determined in good faith by the Company’s Board of Directors.


 



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1.5           Exchange
of Warrant.  Upon the request of the Holder, this Warrant may be divided into, combined with or exchanged for another
Warrant or Warrants of like tenor to purchase a like aggregate number of Shares.  If the Holder desires to divide, combine
or exchange this Warrant, the Holder shall make such request in writing delivered to the Company at its corporate office and shall
surrender this Warrant and any other Warrants to be so divided, combined or exchanged.  The Company shall execute and
deliver to the person entitled thereto a Warrant or Warrants, as the case may be, as so requested.  The Company shall
not be required to effect any division, combination or exchange which will result in the issuance of a Warrant entitling the Holder
to purchase upon exercise a fraction of a Share.


 


1.6           Holder
as Owner.  Prior to surrender of this Warrant in accordance with Section 1.7 for registration or assignment, the
Company may deem and treat the Holder as the absolute owner of this Warrant (notwithstanding any notation of ownership or other
writing hereon) for the purpose of any exercise hereof and for all other purposes, and the Company shall not be affected by any
notice to the contrary.


 


1.7           Assignment.  Any
assignment or transfer of any portion or all of this Warrant shall be made by surrender of this Warrant to the Company at its principal
office with the form of assignment attached hereto duly executed.  In such event, the Company shall, without charge,
execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and the portion of this Warrant
assigned to the assignee shall promptly be canceled.


 


1.8           Rights
of Holder.  Nothing contained in this Warrant shall be construed as conferring upon the Holder, prior to the exercise
of this Warrant, the right to vote, consent or receive notice as a shareholder in respect of any meetings of shareholders for the
election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company.


 


1.9           Lost
Certificates.  If this Warrant is lost, stolen, mutilated or destroyed, the Company shall, on such reasonable terms
as to indemnity as it may impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination and tenor as, and in substitution for, this Warrant, which shall thereupon become void.  Any
such new Warrant shall constitute an additional contractual obligation of the Company, whether or not the Warrant so lost, stolen,
destroyed or mutilated shall be at any time enforceable by anyone.


 


1.10           Covenants
of the Company.  The Company covenants and agrees as follows:


 


1.10.1           At
all times the Company shall reserve and keep available for the exercise of this Warrant such number of authorized shares of Common
Stock as are sufficient to permit the exercise in full of this Warrant.


 


1.10.2           The
Company covenants that all Warrant Shares when issued upon the exercise of this Warrant will be duly and validly issued, fully
paid, non-assessable and free of preemptive rights.


 


SECTION 2.        Adjustment of Exercise
Price and Number of Warrant Shares Purchasable upon Exercise


 


Subject and pursuant
to the provisions of this Section 2, the Exercise Price and the number of Warrant Shares subject to this Warrant shall be subject
to adjustment from time to time as set forth hereinafter.


 


2.1           Stock
Splits.  If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend
or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater
number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification
of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with
a consolidation or merger in which the Company is the continuing corporation), then (i) the Exercise Price in effect immediately
prior to the date on which such change shall become effective shall be adjusted by multiplying such Exercise Price by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator
of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the
number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction,
the numerator of which shall be the Exercise Price in effect immediately prior to the date on which such change shall become effective
and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such change, calculated in
accordance with clause (i) above.  Such adjustments shall be made successively whenever any event listed above shall
occur.


 



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2.2           Recapitalization
or Reclassification.  If any capital reorganization, reclassification of the capital stock of the Company, consolidation
or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition
of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall
be made whereby each Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions
herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of
stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares
equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be
made with respect to the rights and interests of each Holder to the end that the provisions hereof (including, without limitation,
provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation
to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.  The Company shall not
effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation
thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing
or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder,
at the last address of the Holder appearing on the books of the Company, upon the proper exercise of this Warrant by the Holder,
such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase,
and the other obligations under this Warrant.  The provisions of this paragraph (b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.


 


2.3           Distributions.  In
case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness
or assets (other than dividends or distributions referred to in Section 2.1), or subscription rights or warrants, the Exercise
Price to be in effect after such payment date shall be determined by multiplying the Exercise Price in effect immediately prior
to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied
by the Market Price per share of Common Stock immediately prior to such payment date, less the fair market value (as determined
by the Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights
or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market
Price per share of Common Stock immediately prior to such payment date.


 


2.4           An
adjustment to the Exercise Price shall become effective immediately after the payment date in the case of each dividend or distribution
and immediately after the effective date of each other event which requires an adjustment.


 


2.5           In
the event that, as a result of an adjustment made pursuant to this Section 2, the Holder shall become entitled to receive any shares
of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise
of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the Warrant Shares contained in this Warrant.


 


2.6           Upon
the happening of any event requiring an adjustment of the Exercise Price, the Company shall promptly give written notice thereof
to the Holder at the address appearing in the records of the Company, stating the adjusted Exercise Price and the adjusted number
of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.  Failure to give such notice to the Holder or any defect therein shall not affect the
legality or validity of the subject adjustment.


 



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SECTION 3.        Restrictions on Transfer;
Legends


 


3.1           Registration
or Exemption Required.Assuming the accuracy of the representations and warranties of the Holder contained in the Credit
Agreement, this Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act by virtue
of Regulation D and exempt from state registration or qualification under applicable state laws. Neither this Warrant nor the
Warrant Shares may be pledged, transferred, sold or assigned except pursuant to an effective registration statement or an exemption
to the registration requirements of the Securities Act and applicable state laws. If, at the time of the surrender of this Warrant
in connection with any transfer of this Warrant, or upon surrender of the Warrant Shares for transfer, the transfer of this Warrant,
or where applicable the Warrant Shares, shall not be registered pursuant to an effective registration statement under the Securities
Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer
(i) that the Holder or transferee of this Warrant or the Warrant Shares, as the case may be, furnish to the Company a written
opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions)
to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities
or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance
acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined
in Rule 144A(a) under the Securities Act in a transaction pursuant to Rule 144A.


 


3.2           Restrictive
Legend.The Holder understands that until such time as the Warrant Shares have been registered under the Securities Act,
or otherwise may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities
Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, this Warrant
and the Warrant Shares, as applicable, shall bear a restrictive legend in substantially the form set forth on the cover page of
this Warrant (and a stop-transfer order may be placed against transfer of the certificates for such securities).


 


3.3           Removal of Restrictive
Legends.The certificates evidencing the Warrant Shares shall not contain any legend restricting the transfer thereof:
(A) while a registration statement covering the sale or resale of the Warrant Shares is effective under the Securities Act, or
(B) following any sale of such Warrant Shares pursuant to Rule 144, or (C) if such Warrant Shares are eligible for sale under
Rule 144(b)(1), or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the Commission) and the Company shall have received an opinion of counsel
to the Holder in form reasonably acceptable to the Company to such effect (collectively, the “Unrestricted Conditions”).
The Company shall cause its counsel to issue a legal opinion to its Transfer Agent if required by the Transfer Agent to effect
the issuance of the Warrant Shares, as applicable, without a restrictive legend or removal of the legend hereunder. The Company
agrees that at such time as the Unrestricted Conditions are met, it will, no later than seven (7) trading days following the delivery
by the Holder to the Company or the Transfer Agent of a certificate representing Warrant Shares, issued with a restrictive legend,
deliver or cause to be delivered to such Holder a certificate (or electronic transfer) representing such Warrant Shares that is
free from all restrictive and other legends.


 


SECTION 4.       Representations
and Warranties of Holder


 


The Holder of a Warrant (including the
Agents) represents and warrants to the Company as follows:


 


4.1           Acquisition
of Warrant for Personal Account. The Holder is acquiring this Warrant and the Warrant Shares (collectively the “Securities”)
for investment for its own account and not with a present view to, or for resale in connection with, any public resale or distribution
thereof. The Holder understands that the Securities have not been registered under the Securities Act of 1933, as amended (the
“Act”), by reason of a specific exemption from the registration provisions of the Act which depends upon, among other
things, the bona fide nature of the investment intent as expressed herein. The Holder further understands that the Securities
have not been passed upon or the merits thereof endorsed or approved by any state or federal authorities.


 



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4.2           Rule 144.
The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or an exemption
from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Act.


 


4.3           Accredited Investor.
As of the date hereof, the Holder is an “accredited investor” within the meaning of Regulation D promulgated under
the Act. The Holder is sophisticated in financial matters, and is able to evaluate the risks and benefits of an investment in
the Securities for an indefinite period of time.


 


4.4           Opportunity
To Discuss; Information. The Holder has been afforded the opportunity to ask questions of, and receive answers from, the officers
and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any
additional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort
or expense, necessary to verify the accuracy of the information furnished; and has availed itself of the opportunity to the extent
the Holder considers appropriate in order to permit it to evaluate the merits and risks of an investment in the Company.                


 


SECTION 5.        Other Matters


 


5.1           Binding
Effect.  All the covenants and provisions of this Warrant by or for the benefit of the Company shall bind and inure
to the benefit of its successors hereunder.


 


5.2           Notices.  Notices
or demands pursuant to this Warrant to be given or made by the Holder to or on the Company shall be sufficiently given or made
if sent by certified or registered mail, return receipt requested, postage prepaid, or facsimile and addressed, until another address
is designated in writing by the Company, as follows:


 


Black Ridge Oil &
Gas, Inc.


10275 Wayzata Blvd.,
Suite 310


Minnetonka, Minnesota
55305


Telephone No.: (952)
426-1851


Attention: Jim Moe,
Chief Financial Officer


 


Notices to the Holder
provided for in this Warrant shall be deemed given or made by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at its last known address as it shall appear on the books of the Company.


 


5.3           Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without reference to the choice of law provisions thereof.  The Company
and, by accepting this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of
Minnesota located in Hennepin County and the United States District Court for the District of Minnesota for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.  Service
of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the
same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant,
the Holder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying
of venue in such court.  The Company and, by accepting this Warrant, the Holder, each irrevocably waives any objection
to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND,
BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


5.4           Parties
Bound and Benefited.  Nothing in this Warrant expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company and the
Holder any right, remedy or claim under any promise or agreement hereof, and all covenants, conditions, stipulations, promises
and agreements contained in this Warrant shall be for the sole and exclusive benefit of the Company and its successors and of the
Holder and its successors and registered assigns.


 



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5.5           Confidentiality.
The Holder agrees to maintain, and to require its representatives to maintain, all confidential information obtained from the Company
on a confidential basis, which, among other things, precludes the use of such confidential information for the purposes of trading
on the Warrant Shares.


 


5.6.           Identity
of Transfer Agent.  The Transfer Agent for the Common Stock is Empire Stock Transfer, Inc.  Upon the appointment
of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise
of the rights of purchase represented by the Warrant, the Company will mail to the Holder a statement setting forth the name and
address of such transfer agent.


 


5.7.           Amendment;
Waiver.  Any term of this Warrant may be amended or waived upon the written consent of the Company and the Holder.


 


5.8.           Section
Headings.   The section headings in this Warrant are for the convenience of the Company and the Holder and in
no way alter, modify, amend, limit or restrict the provisions hereof.


 


  


[THE REMAINDER OF THIS PAGE HAS BEEN
LEFT BLANK INTENTIONALLY.


SIGNATURE PAGE FOLLOWS.]


 






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IN WITNESS WHEREOF, each of the Company
and Holder has each caused this Warrant to be executed and delivered as of the Issue Date by an officer thereunto duly authorized.




 


	 	BLACK RIDGE OIL & GAS, INC.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 By:	____________________________________ 	 
	 	 	Kenneth DeCubellis, Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	DOUGHERTY FUNDING LLC	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	____________________________________ 	 
	 	 	
        James A. Berman

        Senior Vice President
	 


 


 


 



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ASSIGNMENT OF WARRANT


 


 


 


 


FOR VALUE RECEIVED, _______________________
hereby sells, assigns and transfers unto _____________________________ the within Warrant and the rights represented thereby, and
does hereby irrevocably constitute and appoint _______________________________ Attorney, to transfer said Warrant on the books
of the Company, with full power of substitution.


 


 


Dated: _______________________________________


 


 


Signed: ______________________________________


 


                                                                           


 


 


Signature guaranteed:


 


 


____________________________________________


 


 



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APPENDIX A


[NAME]


WARRANT EXERCISE FORM


 


To [Name]:


 


The undersigned hereby irrevocably elects to exercise the right
of purchase represented by the within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant
Price and surrender of the Warrant, _______________ shares of Common Stock (“Warrant Shares”) provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:


 


________________________________


Name


________________________________


Address


________________________________


________________________________


Federal Tax ID or Social Security No.


 


and delivered by               (certified
mail to the above address, or


(electronically (provide DWAC Instructions:___________________),
or


(other (specify):


 __________________________________________).


 


and, if the number of Warrant Shares shall not be all the Warrant
Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise
of this Warrant be registered in the name of the undersigned Holder or the undersigned’s Assignee as below indicated and
delivered to the address stated below.


 


 


Dated: ___________________, ____


 


 


Signature:______________________________


______________________________


Name (please print)


______________________________


______________________________


Address


______________________________


Federal Identification or


Social Security No.


 


Assignee:


______________________________


______________________________


______________________________


 






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APPENDIX B


[NAME]


NET ISSUE ELECTION NOTICE


 


 


To: [Name]


 


Date:[_________________________]


 


 


The undersigned hereby elects under Section
1.3 of this Warrant to surrender the right to purchase [____________] shares of Common Stock pursuant to this Warrant and hereby
requests the issuance of [_____________] shares of Common Stock.  The certificate(s) for the shares issuable upon such
net issue election shall be issued in the name of the undersigned or as otherwise indicated below.


 


 


_________________________________________


Signature


 


_________________________________________


Name for Registration


 


_________________________________________


Mailing Address


 


 




 


 


 


 


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