Exhibit 4.2


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE
THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION
OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS
OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO. 333- 232894 AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).


 


REPRESENTATIVE’S WARRANT


 


INDONESIA ENERGY CORPORATION LIMITED


 


	Warrant Shares: [  ]1	Original Issuance Date: [  ], 2019



 


THIS REPRESENTATIVE’S WARRANT (the “Warrant”)
certifies that, for value received, Aegis Capital Corp. or its assigns (the “Holder”) is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2020[2]
(the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2023 (the “Termination
Date”) [3] but not thereafter,
to subscribe for and purchase from Indonesia Energy Corporation Limited, a Cayman Islands exempted company with limited liability
(the “Company”), up to [  ] Ordinary Shares (as subject to adjustment hereunder, the “Warrant
Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined
in Section 2(b).


 


Section 1. Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in that certain Underwriting Agreement (the “Agreement”),
dated [  ], 2019 by and between the Company and Aegis Capital Corp., as representative of the several underwriters.


 


Section 2. Exercise.


 


a) Exercise of Warrant. Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the
Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy (or
e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within
three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for
the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States
bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of
Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not
be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares
available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the
Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the
Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an
amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice
of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of
the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less
than the amount stated on the face hereof.


 





 



 


1
5% of the Ordinary Shares sold in the offering, but excluding shares sold to Company-introduced investors.


2
Six month anniversary of the Effective Date.


3
Fourth anniversary of Effective Date.



 






     



     


    

 


b) Exercise Price. The exercise price
per Ordinary Share under this Warrant shall be $[ ] (which is 125% of the offering price per Ordinary Share in the offering
contemplated by the Agreement) (the “Exercise Price”).


 


c) Cashless Exercise. If at the time
of exercise hereof there is no effective registration statement registering the Warrant Shares, or the prospectus contained therein
is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in
part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = as applicable: (i) the VWAP on the Trading
Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and
delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to
Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule
600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the
Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the
Bid Price of the Ordinary Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of the
Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after
the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the
date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise
is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such
Trading Day;


 


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


 


(X) = the number of Warrant Shares that would be issuable
upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather
than a cashless exercise.


 


If Warrant Shares are issued in such a cashless
exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall
take on the characteristics of the Warrants being exercised and the holding period of the Warrants being exercised may be tacked
on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).


 


“Bid Price” means, for
any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or
quoted on a Trading Market, the bid price of the Ordinary shares for the time in question (or the nearest preceding date) on the
Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Ordinary Shares are traded on OTCQB or OTCQX, the
volume weighted average sales price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are
then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d) in all other
cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in good faith by the Holder
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 






    2


     


    

 


“VWAP” means, for
any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on The New York Stock Exchange, the NYSE American or any tier of The Nasdaq
Stock Market (each, a “Trading Market”), the daily volume weighted average price of the Ordinary
Shares for such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or
quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City
time)), (b) if the Ordinary Shares are traded on OTCQB or OTCQX , the volume weighted average sales price of the Ordinary
Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported in the “Pink
Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d) in all other cases, the
fair market value of an Ordinary Share as determined by an independent appraiser selected in good faith by the Holder and
reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


Notwithstanding anything contained herein
to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this
Section 2(c).


 


d) Mechanics of Exercise.


 


i.        Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by Holder, or (B) if there is no effective registration statement and the Warrant is exercised via
cashless exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company,
such Warrant Shares are delivered to Holder’s broker, and the Company receives a statement from Holder’s broker that
it has received instructions to sell the Warrant Shares or that it would take responsibility that the sales of the Warrant Shares
will only be made if the Warrant Shares are eligible to be sold under Rule 144, and otherwise by physical delivery of a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to
which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the
date that is the earliest of (i) three (3) Trading Days after the delivery to the Company of the Notice of Exercise or (ii) one
(1) Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery
Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery
of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is
received within three (3) Trading Days following delivery of the Notice of Exercise. If the Company fails for any reason to deliver
to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the
Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the VWAP of the Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per
Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share
Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to use commercially
reasonable efforts to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable.


 


ii.        Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


 






    3


     


    

 


iii.        Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv.        Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount,
if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares
so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a
Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation
of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The
Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon
request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as
required pursuant to the terms hereof.


 


v.
        No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would
otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round down to the next
whole share.


 


vi.        Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such Warrant Shares, all of which transfer taxes and expenses shall be paid
by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by
the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed
by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise
and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required
for same-day electronic delivery of the Warrant Shares.


 


vii.        Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 






    4


     


    

 


e) Holder’s Exercise
Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates,
and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,
 “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as
defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and
its Affiliates and Attribution Parties shall include the number of Ordinary Shares issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be
issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of
its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any
other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of
its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section
2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any
schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any
Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the
Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such
determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section
2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding
Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as
the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or
the Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the
Company shall within one Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then
outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties
since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Ordinary Shares outstanding immediately after giving
effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may
increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of the Ordinary Shares outstanding immediately after
giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this
Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the
61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The
limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 






    5


     


    

 


Section 3. Certain Adjustments.


 


a) Stock Dividends and Splits.
If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or
distributions on shares of its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares
(which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant),
(ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock
split) outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of shares of the
Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or
re-classification.


 


b) Subsequent Rights Offerings. In
addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Ordinary Shares
Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of
Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of
Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares
are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that
the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation).


 


c) Pro Rata Distributions. During such
time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise, other than cash (including,
without limitation, any distribution of stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution
(provided, however, to the extent that the Holder's right to participate in any such Distribution would result in
the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution
to such extent (or in the beneficial ownership of any Ordinary Shares as a result of such Distribution to such extent) and the
portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 






    6


     


    

 


d) Fundamental Transaction. If,
at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its
assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to
sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or
more of the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange
pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or
(v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the
outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to,
or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other
business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any
limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares of the successor or
acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the
 “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the
number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without
regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Ordinary Shares 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 Ordinary Shares 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 Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the
survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under
this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the
Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is
exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent
to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the
exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price
hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the
occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from
and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents
with the same effect as if such Successor Entity had been named as the Company herein.


 






    7


     


    

 


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


 


f) Notice to Holder.


 


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


 


ii. Notice to Allow Exercise by Holder. If (A)
the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company shall authorize the granting
to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class
or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially
all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities,
cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its
last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior
to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is
expected to become effective or close, and the


date as of which it is expected that holders of
the Ordinary Shares of record shall be entitled to exchange their shares of the Ordinary Shares for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the
failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes,
or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Form 6-K. The Holder shall remain entitled to exercise this
Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.


 


Section 4. Transfer of Warrant.


 


a) Transferability. Pursuant to FINRA
Rule 5110(g)(1) and the Agreement, neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold,
transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the effective economic disposition of the securities by any person for a period of one hundred eighty (180)
days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is
being issued, except the transfer of any security:


 






    8


     


    

 


(i) by operation of law or by reason of reorganization
of the Company;


 


(ii) to any FINRA member firm participating in the offering
and the officers and partners thereof, if all securities so transferred remain subject to the lock-up restriction in this Section
4(a) for the remainder of the time period;


 


(iii) if the aggregate amount of securities of the Company
held by the Holder or related person do not exceed 1% of the securities being offered;


 


(iv) that is beneficially
owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or
otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity
in the fund; or


 


(v) the exercise or conversion of any security, if all
securities received remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period.


 


Subject to the foregoing
restrictions, compliance with any applicable securities laws, and the conditions set forth in Section 4(d) hereof, this
Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and
funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as
applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the
Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the
Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this
Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the
purchase of Warrant Shares without having a new Warrant issued.


 


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


 


c) Warrant Register. The Company shall
register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary.


 


d) Representation by the Holder. The
Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will
acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling
such Warrant or Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except
pursuant to sales registered or exempted under the Securities Act.


 






    9


     


    

 


Section 5. Registration Rights.


 


a) Demand Registration.




 


i. Grant of Right. If at any time prior to
the Termination Date, the Registration Statement is no longer effective, the Company, upon written demand (“Demand
Registration Notice”) of the Holder(s) of at least 51% of the Warrant Shares (“Majority
Holders”), agrees to register on one (1) occasion only (“Demand Registration”) under the
Securities Act all or any portion of the Warrant Shares requested by the Majority Holders in the Demand Registration Notice
(the “Registrable Securities”). On such occasion, the Company will file a registration statement covering
the Registrable Securities within 60 days after receipt of the Demand Registration Notice and to have such registration
statement declared effective as soon as possible thereafter. A demand for registration may be made at any time during which
the Majority Holders hold any of the Warrant Shares, with an outside date of seven (7) years from the Initial Exercise Date.
Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 5 a): (A)
with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; (C) if the
aggregate offering price of the Registrable Securities to be offered is less than $250,000, unless the Registrable Securities
to be offered constitute all of the then-outstanding Registrable Securities; or (D) within 180 days after the effective date
of a prior registration in respect of the Ordinary Shares or securities or other obligations exercisable or exchangeable for,
or convertible into, equity securities of the Company (or, in the event that Holders were prevented from including any
Registrable Securities requested to be included in a Piggyback Registration pursuant to Section 5(b), within 90 days after
the effective date of such prior registration in respect of the Ordinary Shares. For purposes of this Agreement,
a “Scheduled Black-Out Period” shall means the periods from and including the day that is ten days prior
to the last day of a fiscal quarter of the Company to and including the day that is two days after the day on which the
Company publicly releases its earnings for such fiscal quarter. The Demand Registration Notice shall specify the number of
shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will
notify all holders of the Warrant Shares of the demand within fifteen days from the date of the receipt of any such Demand
Registration Notice. Each holder of the Warrant Shares who wishes to include all or a portion of such holder’s Warrant
Shares in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a
 “Demanding Holder”) shall so notify the Company within fifteen days after the receipt by the holder of the
notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Warrant Shares included
in the Demand Registration.


 


ii. Effective Registration. A registration will
not count as a Demand Registration until the registration statement filed with the Commission with respect to such Demand Registration
has been declared effective and the Company has complied with all of its obligations under this Warrant with respect thereto.


 






    10


     


    

 


iii. Terms. In connection
with the Demand Registration, the Company shall bear all fees and expenses attendant to registering the Registrable Securities,
including the reasonable expenses of one legal counsel selected by the Holders to represent them in connection with the sale of
the Registrable Securities, up to a maximum of $25,000 for all such fees and expenses in the aggregate. The Holders shall pay
any and all underwriting or similar commissions related to the sale of Registrable Securities. The Company agrees to qualify or
register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that
in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause
(i) the Company to be obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their
Ordinary Shares. The Company shall cause any registration statement filed pursuant to the demand rights granted under Section
5(a)(iii) to remain effective until all Registrable Securities are sold.


 


iv. Notwithstanding the foregoing, if the Board of Directors
of the Company determines in its good faith judgment that the filing of a registration statement in connection with a Demand Registration
(i) would be materially detrimental to the Company in that such registration would interfere with a material corporate transaction
(including any financing activity of the Company) or (ii) would require the disclosure of material non-public information concerning
the Company that at the time is not, in the good faith judgment of the Board of Directors, in the best interests of the Company
to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, then the Company shall
have the right to defer such filing for the period during which such registration would be seriously detrimental under clause
(i) or would require such disclosure under clause (ii); provided, however, that (x) the Company may not defer such filing for
a period of more than 90 days after receipt of any demand by the Holders and (y) the Company shall not exercise its right to defer
a Demand Registration more than once in any 12-month period. The Company shall give written notice of its determination to the
Holders to defer the filing and of the fact that the purpose for such deferral no longer exists, in each case, promptly after
the occurrence thereof.


 






    11


     


    

 


b) Piggy-Back Registration.




 


i. Piggy-Back Rights. If at any time prior
to the Termination Date, the Registration Statement is no longer effective and the Company proposes to file a registration
statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for
shareholders of the Company for their account (or by the Company and by shareholders of the Company, other than a
registration statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing shareholders, (iii) for a dividend reinvestment plan,
(iv) which is a universal shelf registration statement for offerings by the Company from time to time or (v) filed in
connection with any proposed Fundamental Transaction by or involving the Company (the primary purpose of which is not
fundraising), then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities
as soon as practicable but in no event less than ten days before the anticipated filing date, which notice shall describe the
amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the
proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of
Registrable Securities in such notice the opportunity to register the sale of such number of Warrant Shares held by such
holder (the “Piggy-Back Registrable Securities”), as such holders may request in writing within five days
following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Piggy-Back
Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the
managing underwriter or underwriters of a proposed underwritten offering to permit the Piggy-Back Registrable Securities
requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the
Company and to permit the sale or other disposition of such Piggy-Back Registrable Securities in accordance with the intended
method(s) of distribution thereof. All holders of Piggy-Back Registrable Securities proposing to distribute their securities
through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such Piggy-Back Registration.


 


ii. Reduction of Offering. If the managing underwriter
or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable
Securities in writing that the dollar amount or number of Ordinary Shares which the Company desires to sell, taken together with
Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual arrangements with persons
other than the holders of Piggy-Back Registrable Securities hereunder, the Piggy-Back Registrable Securities as to which registration
has been requested under this Section 5(b), and the Ordinary Shares, if any, as to which registration has been requested pursuant
to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount
or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing,
the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares,
as applicable, the “Maximum Number of Shares”), then the Company shall include in any such registration:


 






    12


     


    

 


(x)        If
the registration is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares; and (B) second, subject to the requirements of
registration rights granted by the Company prior to the date hereof, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (A), up to the amount of Ordinary Shares or other securities that can be sold without exceeding
the Maximum Number of Shares, on a pro rata basis, from (i) Piggy-Back Registrable Securities as to which registration has been
requested and (ii) the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual piggy-back registration rights with such persons;


 


(y)
        If the registration is a demand registration undertaken at the demand of holders of
Company securities other than the Registrable Securities, subject to the requirements of registration rights granted by the
Company prior to the date hereof, (A) first, the Ordinary Shares or other securities for the account of the demanding persons
that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the Ordinary Shares or other securities comprised of Piggy-Back
Registrable Securities, pro rata, as to which registration has been requested pursuant to the terms hereof that can be sold
without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold
without exceeding the Maximum Number of Shares.


 


iii. Withdrawal. Any holder of Piggy-Back Registrable
Securities may elect to withdraw such holder’s request for inclusion of such Piggy-Back Registrable Securities in any Piggy-Back
Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration
statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to
written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration
statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Piggy-Back Registrable
Securities in connection with such Piggy-Back Registration as provided in Section 5(b)(iv).


 






    13


     


    

 


 


iv. Terms. The Company shall bear all fees and
expenses attendant to registering the Piggy-Back Registrable Securities, including the expenses of one legal counsel selected by
the Holders to represent them in connection with the sale of the Piggy-Back Registrable Securities (but only up to a maximum of
$25,000 for all such fees and expenses in the aggregate), but the Holders shall pay any and all underwriting or similar commissions
related to the Piggy-Back Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then
Holders of outstanding Piggy-Back Registrable Securities with not less than fifteen days written notice prior to the proposed date
of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration
statement filed (during the period in which the Warrant is exercisable) by the Company until such time as all of the Piggy-Back
Registrable Securities have been registered and sold. The Holders of the Piggy-Back Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention
to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback”
rights to remain effective for at least nine (9) months from the date that the Holders of the Piggy-Back Registrable Securities
are first given the opportunity to sell all of such securities.


 


c) General Terms. These additional
terms shall relate to registration under Sections 5(a) and (b) above:


 


i. Indemnification.


 


(w) The Company shall, to the fullest extent permitted
by applicable law, indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against litigation, commenced or threatened, or any claim whatsoever whether
arising out of any action between the underwriter and the Company or between the underwriter and any third party or otherwise)
to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement;
provided, however, that, with respect to any Holder of Registrable Securities, this indemnity shall not apply to
any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly
for use in the registration statement (or any amendment thereto), or any preliminary prospectus or the prospectus (or any amendment
or supplement thereto).


 


(x) The Holder(s) of the Registrable Securities to be
sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the
Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act
or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they
may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders,
or their successors or assigns, in writing, for specific inclusion in such registration statement(or any amendment thereto), or
any preliminary prospectus or the prospectus (or any amendment or supplement thereto).


 






    14


     


    

 


(y) Each indemnified party shall give prompt
notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder,
but failure to so notify an indemnifying party shall not relieve the indemnifying party from any liability it may have under
this Agreement, except to the extent that the indemnifying party is prejudiced thereby. If it so elects, after receipt of
such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense
of such action with counsel chosen by it; provided, however, that the indemnified party shall be entitled to
participate in (but not control) the defense of such action with counsel chosen by it, the reasonable fees and expenses of
which shall be paid by such indemnified party, unless a conflict would arise if one counsel were to represent both the
indemnified party and the indemnifying party, in which case the reasonable fees and expenses of counsel to the indemnified
party shall be paid by the indemnifying party or parties. In no event shall the indemnifying party or parties be liable for a
settlement of an action with respect to which they have assumed the defense if such settlement is effected without the
written consent of such indemnifying party, or for the reasonable fees and expenses of more than one counsel for (i) the
Company, its officers, directors and controlling persons as a group, and (ii) the selling Holders and their controlling
persons as a group, in each case, in connection with any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances; provided, however, that if, in the
reasonable judgment of an indemnified party, a conflict of interest may exist between such indemnified party and the Company
or any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay the
reasonable fees and expenses of such additional counsel.


 


(z) If the indemnification provided
for in or pursuant to Section 5(b)(i) is due in accordance with the terms hereof, but held by a court of competent jurisdiction
to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to therein, then
each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection
with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant
equitable considerations. The relative fault of the indemnifying party on the one hand and of the indemnified party on the other
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified
party, and by such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission.


 


ii. Documents Delivered to
Holders. The Company shall furnish the initial Holder a signed counterpart, addressed to the initial Holder, of (i) an
opinion of counsel to the Company, dated the effective date of such registration statement (or, if such registration includes
an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto),
and (ii) if such registration statement is filed in connection of an underwritten public offering, a “cold
comfort” letter dated the effective date of such registration statement (or, if such registration includes an
underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the
independent public accountants who have issued a report on the Company’s financial statements included in such
registration statement, in each case covering substantially the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the
date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of securities.


 






    15


     


    

 


 


iii. Supplemental Prospectus.
Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result of which the prospectus
included in the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances
then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended prospectus, and,
if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver
to the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession,
of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Immediately after discovering
of such an event which causes the prospectus included in the registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, the Company shall prepare and file, as soon as practicable, a supplement
or amendment to the prospectus so that such registration statement does not include any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing and distribute such supplement or amendment to each Holder.


 


Section 6. Miscellaneous.


 


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


 


b) Loss, Theft, Destruction or Mutilation
of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting
of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


c) Saturdays, Sundays, Holidays, etc.
If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be
a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.


 


d) Authorized Shares. The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may
be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance
herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created
by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such
issue).


 






    16


     


    

 


Except and to the extent as waived or consented
to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action which would result
in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall
obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body
or bodies having jurisdiction thereof.


 


e) Jurisdiction. All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions
of the Agreement.


 


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


 


g) Non-waiver and Expenses. No
course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this
Warrant or the Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which
results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to
cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its
rights, powers or remedies hereunder.


 


h) Notices. Any notice, request or
other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with
the notice provisions of the Agreement.


 


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


 


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


 






    17


     


    

 


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


 


l) Amendment. This Warrant may be modified
or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


m) Severability. Wherever possible,
each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.


 


n) Headings. The headings used in this
Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


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


 


(Signature Page Follows)


 






    18


     


    

 


 


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


 


	 	INDONESIA ENERGY CORPORATION LIMITED
	 	 
	 	By:	                              
	 	 	Name:
	 	 	Title:




 






    19


     


    

 


NOTICE OF EXERCISE


 


TO: INDONESIA ENERGY CORPORATION LIMITED


 


(1) The undersigned hereby elects to purchase
________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith
payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


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


 


[ ] in lawful money of the United States; or


 


[ ] if permitted the cancellation of such number of
Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect
to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


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


______________________


 


The Warrant Shares shall be delivered to the following DWAC
Account Number:


______________________


______________________


______________________


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity:_________________________________________________________


 


Signature of Authorized Signatory of Investing Entity:__________________________________


 


Name of Authorized Signatory:____________________________________________________


 


Title of Authorized Signatory:_____________________________________________________


 


Date:_________________________________________________________________________


 






    20


     


    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute this form and
supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


 


	Name:	 	 
	Address:	 	(Please Print)
	Phone Number:	 	 
	Email Address:	 	(Please Print)
	Dated: ___________ __, _____	 	 
	Holder’s Signature:	 	 
	Holder’s Address:	 	 


 






    21


     


    

 


Warrant Exercise Log


 


	Date	Number of Warrant

 Shares Available to be 

Exercised	Number of Warrant Shares 

Exercised	Number of 

Warrant Shares 

Remaining to be Exercised
	
         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 	 	 


 









    22