Exhibit 4.20


	 	 	 
	 	SERIES R WARRANT	 
	 	 	 
	NO. R-______	ICEWEB, INC.	________ Shares
	 	 	 


 


WARRANT TO PURCHASE COMMON STOCK


VOID AFTER 5:30 P.M., EASTERN 


 


TIME, ON THE EXPIRATION DATE


 


THIS WARRANT AND ANY SHARES ACQUIRED
UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION
PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.


 


FOR VALUE RECEIVED, ICEWEB,
INC., a Delaware corporation (the “Company”), hereby agrees to sell upon the terms and on the conditions hereinafter
set forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter defined) to ________________
or registered assigns (the “Holder”), under the terms as hereinafter set forth, __________________ (_____________)
fully paid and non-assessable shares of the Company’s Common Stock, par value $0.001 per share (the “Warrant Stock”),
at a purchase price of $0.15 per share (the “Warrant Price”), pursuant to this warrant (this “Warrant”).
The number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter
set forth. The term “Common Stock” shall mean, when used herein, unless the context otherwise requires, the
stock and other securities at the time receivable upon the exercise of this Warrant.


 


Exercise of Warrant.


 


The Holder may exercise
this Warrant according to its terms by surrendering this Warrant to the Company at the address set forth in Section 9, the Notice
of Exercise attached hereto having then been duly executed by the Holder, accompanied by cash, certified check or bank draft in
payment of the purchase price, in lawful money of the United States of America, for the number of shares of the Warrant Stock specified
in the Notice of Exercise, or as otherwise provided in this Warrant, prior to 5:30 p.m., Eastern Time, on _________, 2017 (the
“Expiration Date”).


 



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Notwithstanding anything
contained herein to the contrary, if at any time after twelve (12) months from the date of issuance of this Warrant there is no
effective registration statement registering, or no current prospectus available for, the resale of all of the shares of Warrant
Stock issuable hereunder, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part by means of a
“cashless exercise” in lieu of making a cash payment, and the Holder shall then be entitled to receive a certificate
for the number of shares of Warrant Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


		(A) =	VWAP (as defined below) on the business day immediately
preceding the date of such election;



 


		(B) =	the Warrant Price of this Warrant, as adjusted; and



 


		(X) =	the number of shares of Warrant Stock issuable upon exercise
of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.



 


For purposes of this
Warrant, “VWAP” means, for any date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on a Trading Market (as defined below), the daily volume weighted average price
of the Common Stock for the ten (10) trading days prior to 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 4:00 p.m. New York City time); (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the
Common Stock for the ten (10) trading days prior to such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if
the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock are then reported on
the OTC Markets operated by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the average bid price per share of the Common Stock so reported for the twenty (20) trading days prior to such date; or
(d) in all other cases, the fair market value of a share of Common Stock as determined in good faith by the Company’s board
of directors. For purposes of this Warrant, “Trading Market” means the following markets or exchanges on which
the Common Stock is listed or quoted for trading on the date in question: the New York Stock Exchange, NYSE MKT LLC, NASDAQ Capital
Market, NASDAQ Global Market, NASDAQ Global Select Market, or OTC Bulletin Board.


 


This Warrant may be exercised
in whole or in part so long as any exercise in part hereof would not involve the issuance of fractional shares of Warrant Stock.
If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form, in the name of the Holder, evidencing
the right to purchase the number of shares of Warrant Stock as to which this Warrant has not been exercised, which new Warrant
shall be signed by the Chairman, Chief Executive Officer, President and the Secretary of the Company. The term Warrant as used
herein shall include any subsequent Warrant issued as provided herein.


 


No fractional shares
or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company shall eliminate the fractional
interests by rounding any fraction up to the nearest whole number of shares.


 



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In the event of any exercise
of the rights represented by this Warrant, a certificate or certificates for the Warrant Stock so purchased, registered in the
name of the Holder, shall be delivered to the Holder within a reasonable time after such rights shall have been so exercised. The
person or entity in whose name any certificate for the Warrant Stock is issued upon exercise of the rights represented by this
Warrant shall for all purposes be deemed to have become the holder of record of such shares immediately prior to the close of business
on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective
of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the opening of business
on the next succeeding date on which the stock transfer books are open. The Company shall pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant.


 


Disposition of Warrant
Stock and Warrant.


 


The Holder hereby acknowledges
that this Warrant and any Warrant Stock purchased pursuant hereto are, as of the date hereof, not registered: (i) under the Act
, on the ground that the issuance of this Warrant is exempt from registration under Section 4(2) of the Act as not involving any
public offering or (ii) under any applicable state securities law because the issuance of this Warrant does not involve any public
offering; and that the Company’s reliance on the Section 4(2) exemption of the Act and under applicable state securities
laws is predicated in part on the representations hereby made to the Company by the Holder that it is acquiring this Warrant and
will acquire the Warrant Stock for investment for its own account, with no present intention of dividing its participation with
others or reselling or otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition of
its property shall at all times be within its control.


 


To the extent the Warrant
or Warrant Stock has not been registered for resale pursuant to the Act, the Holder hereby agrees that it will not sell or transfer
all or any part of this Warrant and/or Warrant Stock unless and until it shall first have given notice to the Company describing
such sale or transfer and furnished to the Company either (i) an opinion, reasonably satisfactory to counsel for the Company, of
counsel (skilled in securities matters, selected by the Holder and reasonably satisfactory to the Company) to the effect that the
proposed sale or transfer may be made without registration under the Act and without registration or qualification under any state
law, or (ii) an interpretative letter from the Securities and Exchange Commission to the effect that no enforcement action will
be recommended if the proposed sale or transfer is made without registration under the Act.


 


If, at the time of issuance
of the shares issuable upon exercise of this Warrant, no registration statement is in effect with respect to such shares under
applicable provisions of the Act, the Company may at its election require that the Holder provide the Company with written reconfirmation
of the Holder’s investment intent and that any stock certificate delivered to the Holder of a surrendered Warrant shall bear
legends reading substantially as follows:


 


“THE SHARES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”


 



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In addition, so long as the foregoing legend
may remain on any stock certificate delivered to the Holder, the Company may maintain appropriate “stop transfer” orders
with respect to such certificates and the shares represented thereby on its books and records and with those to whom it may delegate
registrar and transfer functions.


 


Reservation of Shares.
The Company hereby agrees that at all times there shall be reserved for issuance upon the exercise of this Warrant such number
of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant. The Company further agrees that
all shares which may be issued upon the exercise of the rights represented by this Warrant will be duly authorized and will, upon
issuance and against payment of the exercise price, be validly issued, fully paid and non-assessable, free from all taxes, liens,
charges and preemptive rights with respect to the issuance thereof, other than taxes, if any, in respect of any transfer occurring
contemporaneously with such issuance and other than transfer restrictions imposed by federal and state securities laws.


 


Exchange, Transfer
or Assignment of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations,
entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder.
Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant
may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company
or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in
which new Warrants are to be issued and signed by the Holder hereof.


 


Capital Adjustments.
This Warrant is subject to the following further provisions:


 


Recapitalization,
Reclassification and Succession. If any recapitalization of the Company or reclassification of its Common Stock or any
merger or consolidation of the Company into or with a corporation or other business entity, or the sale or transfer of all or substantially
all of the Company’s assets or of any successor corporation’s assets to any other corporation or business entity (any
such corporation or other business entity being included within the meaning of the term “successor corporation”) shall
be effected, at any time while this Warrant remains outstanding and unexpired, then, as a condition of such recapitalization, reclassification,
merger, consolidation, sale or transfer, lawful and adequate provision shall be made whereby the Holder of this Warrant thereafter
shall have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of Common Stock immediately
theretofore issuable upon the exercise of this Warrant, such shares of capital stock, securities or other property as may be issued
or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common
Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation,
sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or
other securities or property receivable upon the exercise of this Warrant after such consummation.


 



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Subdivision or Combination
of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common
Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately
adjusted.


 


Stock Dividends and
Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall issue or pay the holders of
its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to receive, a dividend
payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be adjusted in accordance with Section 5(f)
and (ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to the number of shares
of Common Stock that the Holder would have owned immediately following such action had this Warrant been exercised immediately
prior thereto.


 


Stock and Rights Offering
to Stockholders. If the Company shall at any time after the date of issuance of this Warrant distribute to all holders of its
Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding
cash dividends or distributions paid from retained earnings or current year’s or prior year’s earnings of the Company)
or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding
paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”), then in each
such case, the Company shall reserve shares or other units of such Securities for distribution to the Holder upon exercise of this
Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon
such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately prior
to the record date for the distribution of the Securities, exercised this Warrant.


 


Warrant Price Adjustment.
Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is
adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined
by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number
of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator
of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.


 


Certain Shares Excluded.
The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 5
shall exclude any shares then directly or indirectly held in the treasury of the Company.


 



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Deferral and Cumulation
of De Minimis Adjustments. The Company shall not be required to make any adjustment pursuant to this Section 5 if the amount
of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before the event that would otherwise
have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required to be made shall
be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried
forward, shall amount to not less than one percent (1%) of the Warrant Price in effect immediately before the event giving rise
to such next subsequent adjustment.


 


Duration of Adjustment.
Following each computation or readjustment as provided in this Section 5, the new adjusted Warrant Price and number of shares of
Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment thereof
is required.


 


Call Provision.
Subject to the terms and conditions set forth herein, prior to the Expiration Date, upon twenty (20) business days prior written
notice to the Holder (each, a “Call Notice”) following the period in which the last sale price of the Company’s
Common Stock as reported on the Trading Market on which its Common Stock is then listed or quoted equals or exceeds $0.25 per share
for ten (10) consecutive trading days and providing that the shares of Common Stock issuable upon the exercise of the Warrant are
subject to an effective registration statement, the Company shall have the right to call any or all of the Warrant at a call price
of $0.001 per underlying share (the "Call Price"). Warrant holders shall have the period from the date of the
Call Notice, which shall be delivered to the Holder pursuant to Section 11 hereof, until 5:30 p.m., Eastern time, on the twentieth
(20th) day following the Call Notice (the "Call Date") to exercise the Warrant pursuant to the terms hereof. Any
Warrants which have been called but remain unexercised by the Call Date shall automatically terminate and no longer entitle the
Holder to exercise such Warrant or to receive any consideration therefor, other than the Call Price. For any Warrants which are
not exercised by the Call Date, the Company shall promptly as possible following the Call Date pay the Call Price to the Holder
of any Warrants which have been called and not exercised.


 



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Limitation on Exercises.
The Company shall not affect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to
the extent that after giving effect to such exercise, the Holder (together with such Holder’s affiliates) would beneficially
own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its affiliates
shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination
of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining,
unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (B) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. To
the extent that the limitation contained in this Section 7 applies, the determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any affiliate) 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 affiliate)
and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company
shall have no obligation to verify or confirm the accuracy of the determination. For purposes of this Warrant, in determining the
number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company's most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and
Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company
setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of
the Holder, the Company shall within one (1) business day confirm orally and in writing to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. The restriction described in this Section 7 may be
waived, in whole or in part, upon sixty-one (61) days prior notice from the Holder to the Company to increase such percentage up
to 9.99%, but not in excess of 9.99%. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 6 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.


 


Notice to Holders.


 


Notice of Record Date.
In case:


 


the Company shall take a record
of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for
the purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus of the Company)
or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to
receive any other right;


 


of any capital reorganization
of the Company, any reclassification of the capital stock of the Company, any consolidation with or merger of the Company into
another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or


 



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of any voluntary dissolution,
liquidation or winding-up of the Company;


 


then, and in each such case, the Company
will mail or cause to be mailed to the Holder hereof at the time outstanding a notice specifying, as the case may be, (i) the date
on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character
of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as of which the holders
of record of Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution or winding-up. Such notice shall be
mailed at least thirty (30) days prior to the record date therein specified, or if no record date shall have been specified therein,
at least thirty (30) days prior to such specified date, provided, however, failure to provide any such notice shall not affect
the validity of such transaction.


 


Certificate of Adjustment.
Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company shall promptly make a certificate signed by its
Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth in reasonable
detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and
the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving effect to such
adjustment, and shall promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid) to the Holder
of this Warrant.


 


Loss, Theft, Destruction
or Mutilation. Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonable discretion, of
the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation thereof, the Company
will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated the date hereof.


 


Warrant Holder Not
a Stockholder. The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any rights whatsoever
as a stockholder of the Company.


 


Notices. Any
notice required or contemplated by this Warrant shall be deemed to have been duly given if transmitted by registered or certified
mail, return receipt requested, or nationally recognized overnight delivery service, to the Company at its principal executive
offices located at 22900 Shaw Road, Suite 111, Sterling, Virginia 20166, Attention: Chief Financial Officer, or to the Holder at
the name and address set forth in the Warrant Register maintained by the Company.


 


Choice of Law.
THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


 


Jurisdiction and
Venue. The Company and Holder hereby agree that any dispute which may arise between them arising out of or in connection with
this Warrant shall be adjudicated before a court located in New York County, New York and they hereby submit to the exclusive jurisdiction
of the federal and state courts of the State of York located in New York County with respect to any action or legal proceeding
commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action
or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out
of this Warrant or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process
in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address
set forth herein or such other address as either party shall furnish in writing to the other.


 


[SIGNATURE PAGE FOLLOWS]


 



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IN WITNESS WHEREOF, the
Company has duly caused this Warrant to be signed on its behalf, in its corporate name and by its duly authorized officers, as
of this __ day of _____________________, 2012.


 


	 	ICEWEB, INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 



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NOTICE OF EXERCISE


 


		TO:	IceWEB, Inc.



			22900 Shaw Road, Suite 111



			Sterling, VA 20166



	 	Attention: Chief Financial Officer
	 	Tel: (571) 287-2380 
	 	Fax: (571) 287-2396 



 


The undersigned hereby
elects to purchase ______________ shares of Warrant Stock of the Company pursuant to the terms of the attached Warrant to Purchase
Common Stock, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


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


 


 ̈         in
lawful money of the United States; or


 


 ̈         if
permitted, the cancellation of __________ shares of Warrant Stock in order to exercise this Warrant with respect to ____________
shares of Warrant Stock (using a VWAP of $______ for this calculation), in accordance with the formula and procedure set forth
in subsection 1(b).


 


 ̈         if
permitted, the cancellation of such number of shares of Warrant Stock as is necessary, in accordance with the formula and procedure
set forth in subsection 1(b), to exercise this Warrant with respect to the maximum number of shares of Warrant Stock purchasable
pursuant to a cashless exercise. 


 


Please issue a certificate
or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified
below:


 


	 


 


The shares of Warrant
Stock shall be delivered to the following DWAC Account Number, if permitted, or by physical delivery of a certificate to:


 


	 
	 
	 
	 
	 


 


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


 



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[SIGNATURE OF HOLDER]


 





	Name of Investing Entity:	 


 


	Signature of Authorized Signatory of Investing Entity:	 


 


	Name and Title of Authorized Signatory:	 


 


	Date:	 


 



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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,
all of or  ___________ shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________   whose address
is


 


_____________________________________________


 


_____________________________________________


 


Dated:  ____________,         


 





	Holder’s Name:	 


 


	Holder’s Signature:	 


 


	Name and Title of Signatory:	 


 


	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.




 






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