THE SECURITIES ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


MANDALAY DIGITAL GROUP,
INC. 


 


COMMON STOCK WARRANT 


 


Effective Date: March 19, 2012


Documentation Date: May 16, 2012


 


Mandalay Digital Group,
Inc., a Delaware corporation (the “Company”) hereby certifies that, for value received,        (together with his/its registered assigns, “Holder”), is entitled
to purchase from the Company up to        shares of Common Stock (each such share, a “Warrant Share” and all
such shares, the “Warrant Shares”), at any time and from time to time from and after March 19, 2013 (the “First
Exercise Date”), through and including March 19, 2017 (the “Expiration Date”), subject to the following
terms and conditions set forth below.


 


The parties agree and
acknowledge that this Warrant (i) is being documented and signed on the Documentation Date listed above but is effective and issued
as of the Effective Date listed above and (ii) fully satisfies all agreements between the parties that called for the issuance
of a warrant in connection with equity and/or debt investments made by the Holder in the Company.


 


1.             Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1.


 


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


 


“California
Courts” means the state and federal courts sitting in Los Angeles County, California.


 


“Common Stock”
means the common stock of the Company, par value $0.0001 per share, and any securities into which such common stock may hereafter
be reclassified.


 



    	 



    	 



    

  


“Exercise
Price” means $0.70, subject to adjustment in accordance with Section 9.


 


“Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into
another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(3) 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 (4) 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.


 


“Person”
means any entity, corporation, company, association, joint venture, joint stock company, partnership (whether general, limited
or limited liability), trust, limited liability company, real estate investment trust, organization, individual (including any
personal representative, executor or heir of a deceased individual), nation, state, government (including any agency, department,
bureau, board, division or instrumentality thereof), trustee, receiver or liquidator.


 


“Trading Day”
means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the
Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in
the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market,
a day on which the Common Stock is quoted in the over-the-counter market as reported by the highest tier of the OTC Markets on
which the Common Stock is then quoted (or any similar organization or agency succeeding to its functions of reporting prices);
provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading
Day shall mean a Business Day.


 


“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
or the OTC Bulletin Board (or any successors to any of the foregoing).


 


2.
            Registration of Warrant. 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.


 


3.
            Registration of Transfers. The Company shall register the transfer of
any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto
duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant
to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”),
evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant
by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of
a Warrant.


 



    	2



    	 



    

 


4.
          Exercise and Duration of Warrants. This Warrant shall be exercisable by
the registered Holder at any time and from time to time from and after the First Exercise Date through and including the Expiration
Date. At 5:00 p.m., Los Angeles time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be
and become void and of no value. The Company may not call or redeem any portion of this Warrant without the prior written consent
of the affected Holder.


 


5.           Delivery
of Warrant Shares.


 


(a)
       To effect exercises hereunder, the Holder shall not be required to physically
surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the
Exercise Notice (in the form attached hereto) to the Company (with the attached Warrant Shares Exercise Log) at its address for
notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends
to purchase hereunder, the Company shall promptly issue and deliver to the Holder, a certificate for the Warrant Shares issuable
upon such exercise, which shall bear a restricted stock legend under the Securities Act, similar to the one on the face of this
Warrant, unless (i) such exercise is pursuant to Section 10(b) and (ii) as of the Date of Exercise the Holder is not, and has not
been for the previous 90 days, an “affiliate” of the Company (as defined in Rule 144 under the Securities Act). A “Date
of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the
Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if such Holder is not utilizing the cashless
exercise provisions set forth in the Warrant, payment of the Exercise Price for the number of Warrant Shares so indicated by the
Holder to be purchased.


 


(b)
       The Company’s obligations to issue and deliver Warrant Shares in accordance
with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same,
any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce
the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or
any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person,
and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection
with the issuance of Warrant Shares. 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 certificates representing Warrant Shares upon exercise of the Warrant
as required pursuant to the terms hereof.


 


6.
          Charges, Taxes and Expenses. Issuance and
delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer
tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all
of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants
in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result
of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 



    	3



    	 



    

 


7.
          Replacement of Warrant. If this Warrant
is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon
cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which shall not include
a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested
as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition
precedent to the Company’s obligation to issue the New Warrant.


 


8.
         Reservation of Warrant Shares. The Company covenants that it
will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number
of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant (taking into account the adjustments
and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance
and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and
fully paid and nonassessable.


 


9.
          Certain Adjustments. The Exercise Price
and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in
this Section 9.


 


(a)
       Stock Dividends and Splits. If the Company (i) pays a stock dividend on
its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such
dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately
after the effective date of such subdivision or combination.


 



    	4



    	 



    

 


(b)
       Fundamental Transactions. If, at any time while this Warrant is outstanding
there is a Fundamental Transaction, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant,
the same amount and kind 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 the number of Warrant
Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). 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. 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 the Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 


(c)
       Number of Warrant Shares. Simultaneously with any adjustment to the Exercise
Price pursuant to this Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased
or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number
of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(d)
       Calculations. All calculations under this Section 9 shall be made to the
nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at
any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares
shall be considered an issue or sale of Common Stock.


 


(e)
       Notice of Adjustments. Upon the occurrence of each adjustment pursuant
to this Section 9, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number
or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s Transfer Agent.


 


(f)
       Notice of Corporate Events. If the Company (i) declares a dividend or
any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any
granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary of the Company,
(ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction
or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall
deliver to the Holder a notice describing the material terms and conditions of such transaction (but only to the extent such disclosure
would not result in the dissemination of material, non-public information to the Holder) at least 10 calendar days prior to the
applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with
respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given
the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction;
provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate
action required to be described in such notice.


 



    	5



    	 



    

 


10.
        Payment of Exercise Price. The Holder may pay the Exercise
Price in one of the following manners:


 


(a)
        Cash Exercise. The Holder may deliver immediately available funds;
or


 


(b)
       Cashless Exercise. If an Exercise Notice is delivered at a time when a
registration statement permitting the Holder to resell the Warrant Shares is not then effective or the prospectus forming a part
thereof is not then available to the Holder for the resale of the Warrant Shares, then the Holder may notify the Company in an
Exercise Notice of its election to utilize cashless exercise, in which event the Company shall issue to the Holder the number
of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant
Shares to be issued to the Holder.


 


Y = the number of Warrant
Shares with respect to which this Warrant is being exercised.


 


A = the average of the closing
prices for the 30 Trading Days immediately prior to (but not including) the Date of Exercise.


 


B = the Exercise Price.


 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued.


 


11.
        No Fractional Shares. No fractional shares of Warrant
Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares which would, otherwise
be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share
as reported by the applicable Trading Market on the Date of Exercise.


 



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12.
        Notices. Any and all notices or other communications
or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and
effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section prior to 5:00 p.m. (Los Angeles time) on a Trading Day, (ii) the next Trading Day after the date
of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section
on a day that is not a Trading Day or later than 5:00 p.m. (Los Angeles time) on any Trading Day, (iii) the Trading Day following
the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given. The addresses for such communications shall be: (i) if to the Company, to Mandalay Digital
Group, Inc., 4751 Wilshire Blvd., 3rd Floor, Los Angeles, California 90010, Attn: Chief Executive Officer, or to Facsimile No.:
(323) 549-9824 (or such other address as the Company shall indicate in writing in accordance
with this Section), or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register or such other
address or facsimile number as the Holder may provide to the Company in accordance with this Section.


 


13.
        Warrant Agent. The Company shall serve as warrant agent
under this Warrant. Upon 10 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into
which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company
or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially
all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any
further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by
first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.


 


14.
        Investor Representations.


 


(a)
       Holder hereby confirms that this Warrant and any shares of Common Stock or other
securities of the Company issued upon exercise hereof (collectively, “Securities”) are or will be acquired for
investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing
the same. The Holder further represents that it does not presently have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.


 


(b)
       Holder is, and upon any issuance of Securities will be, an “accredited investor”
as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


(c)
       Holder has the requisite knowledge and experience in financial and business matters
to assess the relative merits and risks of investment in the Securities and has had a full opportunity to discuss with the Company
all material aspects of investment in the Securities, including the opportunity to ask, and to receive answers to its full satisfaction,
regarding such questions as it has deemed necessary to evaluate such investment.


 


(d)
       Except to the extent specifically set forth herein, the Company is making no representations
and warranties with respect to the Company or the Securities.


 



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15.         Miscellaneous.


 


(a)
       This Warrant shall be binding on and inure to the benefit of the parties hereto
and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give
to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.
This Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns.


 


(b)
       All questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of California,
without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of this Warrant and the transactions herein contemplated (“Proceedings”) (whether brought
against a party hereto or its respective affiliates, employees or agents) shall be commenced exclusively in the California Courts.
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the California Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any California
Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding
to enforce any provisions of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party
for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such
Proceeding.


 


(c)
       The headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions hereof.


 


(d)
       In case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in
any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision
which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Warrant.


 


(e)
       Prior to exercise of this Warrant, the Holder hereof shall not, by reason of being
a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGE FOLLOWS]


 



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


 


	 	MANDALAY DIGITAL GROUP, INC. 
	 	 
	 	By:	/s/ Peter Adderton
	 	Name:	Peter Adderton
	 	Title:	CEO


 


	AGREED AND ACKNOWLEDGED:
	 
	 
	 
	 


 


Signature Page to Warrant


 



    	 



    	 



    

 


EXERCISE NOTICE 


MANDALAY DIGITAL GROUP, INC.


WARRANT EFFECTIVE MARCH 19, 2012


 


The undersigned Holder hereby irrevocably
elects to purchase _____________ shares of Common Stock pursuant to the above referenced Warrant. Capitalized terms used herein
and not otherwise defined have the respective meanings set forth in the Warrant.


 


(1)        The
undersigned Holder hereby exercises its right to purchase _________________ Warrant Shares pursuant to the Warrant.


 


(2)        The
Holder intends that payment of the Exercise Price shall be made as (check one):


 


      £ “Cash Exercise” under
Section 10


 


      £ “Cashless Exercise” under
Section 10


 


(3)
       If the holder has elected a Cash Exercise, the holder shall pay the sum of
$____________ to the Company in accordance with the terms of the Warrant.


 


(4)        Pursuant
to this Exercise Notice, the Company shall deliver to the holder _______________ Warrant Shares in accordance with the terms of
the Warrant.


 


	Dated:___________________	,_________	Name of Holder:
	 	 	 
	 	 	(Print)	 
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	 	(Signature must conform in all respects to name of holder as specified on the
    face of the Warrant)
	 	 	


 



    	 



    	 



    

 


Warrant Shares Exercise Log


 


	Date	 	
        Number of Warrant

        Shares Available to be

        Exercised
	 	
        Number of Warrant Shares

        Exercised
	 	
        Number of

        Warrant Shares

        Remaining to

        be Exercised

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	 



    	 



    

 


MANDALAY DIGITAL
GROUP, INC. 


WARRANT ORIGINALLY
ISSUED MARCH 19, 2012 

WARRANT 


 


FORM OF ASSIGNMENT


 


[To be completed and signed only
upon transfer of Warrant]


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the above-captioned
Warrant to purchase ____________ shares of Common Stock to which such Warrant relates and appoints ________________ attorney to
transfer said right on the books of the Company with full power of substitution in the premises.


 


Dated: _______________, ____


 


	 	 
	 	(Signature must conform in all respects to name of
	 	holder as specified on the face of the Warrant)
	 	 
	 	 
	 	Address of Transferee
	 	 
	 	 
	 	 
	 	 
	 	 
	In the presence of: