Exhibit 10.12


 


FORM OF AMENDED AND RESTATED BROKERS
WARRANT


 


AMENDED AND RESTATED WARRANT


 


NEITHER THE SECURITIES REPRESENTED HEREBY NOR
THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


[_________], INC.


 


WARRANT 


 


	Warrant No. _____	Original Issue Date:	 
	 	 [_______][__], 2016	 


 


	 	Amendment Date:	 
	 	[_______][__], 2016	 


 


[_______], Inc., a Nevada
corporation (the “Company”), hereby certifies that, for value received, Northland Securities, Inc. or its registered
assigns (the “Holder”), is entitled to purchase from the Company up to a total of [_______] 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 the Amendment Date and through and including [__________], 2021 (the “Expiration
Date”). This Amended and Restated Warrant (the “Warrant”) amends and restates the warrant originally
issued to the Holder on [_______][__], 201[_] (the “Prior Warrant”). The Prior Warrant is superseded and replaced
by this Warrant in all respects, provided, however, that the Warrant Shares underlying this Warrant only include the portion
of the Prior Warrant not exercised prior to the Amendment Date. This Warrant shall be subject to the following terms and conditions:


 






    	Placement Agency Agreement (PIPE)	Attachment I



     


    

 


1.           Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1. Capitalized terms
that are used and not defined in this Warrant that are defined in the Agreement (as defined below) shall have the respective definitions
set forth in the Agreement.


 


“Brokers Warrants”
means warrants, including this Warrant, to purchase shares of Common Stock, which warrants were issued pursuant to the Agreement.


 


“Closing Price”
means, for any date of determination, the price determined by the first of the following clauses that applies: (i) if the Common
Stock is then listed or quoted on a Trading Market, the closing bid price per share of the Common Stock for such date (or the nearest
preceding date) on such market; (ii) if prices for the Common Stock are then quoted on the OTC Bulletin Board, the closing bid
price per share of the Common Stock for such date (or the nearest preceding date) so quoted; (iii) if prices for the Common Stock
are then reported in the OTC Markets, the most recent bid price per share of the Common Stock so reported; or (iv) in all other
cases, the fair market value of a share of Common Stock as determined by an independent qualified appraiser selected in good faith
and paid for by the Company.


 


“Common Stock”
means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter
be reclassified.


 


“Exercise Price” means
$1.60, subject to adjustment in accordance with Section 9.


 


“Agreement”
means the Placement Agency Agreement, dated [__________], 2016, to which the Company and the Holder are parties.


 


“Fundamental
Transaction” means any of the following: (i) the Company effects any merger or consolidation of the Company with or into
another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(iii) 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 (iv) 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.


 


“Original Issue
Date” means the Original Issue Date first set forth on the first page of this Warrant or its predecessor instrument.


 


“Amendment Date”
means the Amendment Date first set forth on the first page of this Warrant.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated [__________], 2016, to which the Company and the Holder
are parties.


 


“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 OTC Markets (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 clauses (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.


 






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“Trading Market”
means whichever of the New York Stock Exchange, NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.


 


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.


 


4.           Exercise and Duration of Warrants.



 


(a)           This Warrant
shall be exercisable by the registered Holder in whole at any time and in part from time to time from the Amendment Date through
and including the Expiration Date. At 5:30 p.m., Central 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.


 


(b)           Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates (as defined
under Rule 144, “Affiliates”) and any other persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued
and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For
such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive
or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event
of a Fundamental Transaction as contemplated in Section 9 of this Warrant. By written notice to the Company, the Holder may waive
the provisions of this Section 4(b) but any such waiver will not be effective until the 61st day after delivery of such notice,
nor will any such waiver effect any other Holder.


 


Notwithstanding anything
to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant
(or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance),
the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other persons whose
beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the
shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict
the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this
Warrant. This restriction may not be waived.


 






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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 are 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 (but in no event later
than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the
Warrant Shares issuable upon such exercise, which, unless otherwise required by applicable law, shall be free of restrictive legends.
The Company shall, upon request of the Holder and subsequent to the date on which a registration statement covering the resale
of the Warrant Shares has been declared effective by the Securities and Exchange Commission, use its reasonable best efforts to
deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation
performing similar functions, if available, provided, that, the Company may, but will not be required to change its transfer agent
if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. 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 this Warrant, payment of the Exercise Price for the number of Warrant Shares so indicated by the
Holder to be purchased.


 


(b)           If by the third
Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required
pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 


(c)           If by the third
Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner required
pursuant to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock 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 (1) pay
in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that
the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the
Common Stock at the time of the obligation giving rise to such purchase obligation and (2) 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 or deliver
to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In.


 






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(d)           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.


 


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, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (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, at any time while this Warrant is outstanding, (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 adjusted to equal the product obtained by multiplying the then-current
Exercise Price 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.


 






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(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. At the Holder’s option and request, any successor to
the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new warrant substantially
in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the
Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for
a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental
Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request.
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. Notwithstanding
the foregoing, the Warrant holder will not be entitled to exchange these warrants for cash in any Fundamental Transaction that
is not approved by the Company’s board of directors or that occurs in a transaction or as a result of an event that was not
within the Company’s sole control.


 


(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.


 


(e)           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.


 






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(f)           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.


 


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.
Pursuant to a Company Exercise, or 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 a
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 five Trading Days immediately prior to (but not including) the Exercise Date.


 


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 on the date of exercise.


 


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 if provided pursuant to the Agreement. In case any time: (1) the Company
shall declare any cash dividend on its capital stock; (2) the Company shall pay any dividend payable in stock upon its capital
stock or make any distribution to the holders of its capital stock; (3) the Company shall offer for subscription pro rata to the
holders of its capital stock any additional shares of stock of any class or other rights; (4) there shall be any capital reorganization,
or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially
all of its assets to, another corporation; or (5) there shall be a voluntary or involuntary dissolution, liquidation or winding
up of the Company; then, in any one or more of said cases, the Company shall give prompt written notice to the Holder. Such notice
shall also specify the date as of which the holders of capital stock of record shall participate in such dividend, distribution
or subscription rights, or shall be entitled to exchange their capital stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, or conversion or redemption,
as the case may be. Such written notice shall be given at least 20 days prior to the action in question and not less than 20 days
prior to the record date or the date on which the Company’s transfer books are closed in respect thereto.


 






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13.         Registration
Rights. The Holder shall be entitled to the registration rights set forth in the Registration Rights Agreement.


 


14.         Lock Up.
In accordance with FINRA Rule 5110(g), this Warrant shall not be sold during the Private Placement, or 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 this Warrant or the Warrant Shares, by any person for a period of 180 days immediately
following the date of effectiveness or commencement of sales of the Private Placement, except as provided in paragraph (g)(2) of
FINRA Rule 5110.


 


16.         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.


 


(b)           This Warrant
may be amended from time to time with the prior written consent of holders of Brokers Warrants exercisable for a majority of the
shares of Common Stock then issuable upon exercise of Brokers Warrants then outstanding; provided, however, that the consent
of the Holder shall be required for any amendment of this Warrant that would (i) increase the Exercise Price or decrease the number
of Warrant Shares purchasable upon exercise of this Warrant, except that such consent shall not be required for any adjustment
to the Exercise Price or the number of Warrant Shares purchasable if made pursuant to the provisions of Section 9, (ii) alter the
Company’s obligation to issue Warrant Shares upon exercise of this Warrant (other than pursuant to adjustments otherwise
provided for in this Warrant, including the adjustments provided for in Section 9), (iii) change the Expiration Date of the Warrant
to an earlier date, (iv) waive the application of the adjustments provisions contained in Section 9 in connection with any events
to which such provisions apply or otherwise modify the adjustment provisions contained in Section 9 in a manner that would have
an adverse economic impact on the Holder, or (v) treat the Holder differently in an adverse way from any other holders of Brokers
Warrants.


 


(c)           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 New York, without regard to the principles of conflicts of law thereof.


 


(d)           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.


 


(e)           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.


 






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(f)           Prior to exercise
of this Warrant, the Holder hereof shall not, by reason of by 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. 


 


	 	AKOUSTIS TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




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EXERCISE NOTICE


 


The undersigned Holder
hereby irrevocably elects to purchase ________shares of Common Stock pursuant to the attached 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:	 
	 	 	 	 
	 	 	Title:	 


 


	 	 	(Signature must conform in all respects to name of holder as specified on the face
    of the Warrant)


 




    	Placement Agency Agreement (PIPE)	Attachment I



     


    

 


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

	 	 	 	 	 	 	 


 




    	Placement Agency Agreement (PIPE)	Attachment I



     


    

 


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 attached 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
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


Attest: 


__________________________________


 




    	Placement Agency Agreement (PIPE)	Attachment I