Exhibit
10.4 


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


27
Health Holdings Corp.


 


	Warrant
    Shares: 450,000	Initial
    Exercise Date: July 30, 2020


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Fund I LLP, 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 the date hereof (the “Initial Exercise Date”) and on or prior
to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”)
but not thereafter, to subscribe for and purchase from 27 Health Holdings Corp., a Nevada corporation (the “Company”),
up to 450,000 shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase
price of one Warrant Share shall be equal to the Exercise Price (defined below).


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Securities Purchase Agreement (the “Purchase Agreement”), dated July 30, 2020, among the Company and the Buyer
listed on the signature page.


 


Section
2. Exercise.


 


(a)
As of the Initial Exercise Date, a total of 278,000 shares of Common Stock may be purchased, subject to adjustment, and if the
Subsequent Purchase, as defined in the Purchase Agreement, occurs, the remaining 172,000 shares of Common Stock may be purchased,
subject to adjustment. Subject to the prior sentence of this Section 2(a), 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 (or such other office or agency of the Company as it may designate by notice in writing to the
registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the
“Notice of Exercise Form” annexed hereto. Within two 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. Notwithstanding anything herein to the contrary (although the Holder may surrender
the Warrant to, and receive a replacement Warrant from, the Company), 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 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 and its Transfer Agent 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 Form within one Trading Day of delivery of such notice.
The Holder by acceptance of this Warrant, acknowledges and agrees 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.


 




    	 



    	 



    

 


(b)
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be equal to $1.10 per share,
subject to adjustment under Section 3 (the “Exercise Price”).


 


(c)
Cashless Exercise. Beginning six months after the Initial Exercise Date if there is no effective registration statement
covering the resale of the Warrant Shares by the Holder or the prospectus does not comply with Section 5(b) of the 1933 Act, then
this Warrant may also be exercised at the Holder’s election, in whole or in part and in lieu of making the cash payment
otherwise contemplated to be made to the Company upon such exercise, 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 x B)
– (A x C)] by (D), where:


 


(A)
= 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;


 


(B)
= the greater of (i) the arithmetic average of the VWAPs (as defined below) for the five consecutive Trading Days ending on the
date immediately preceding the date on which the Holder elects to exercise this Warrant by means of a “cashless exercise,”
as set forth in the applicable Notice of Exercise or (ii) the VWAP for the Trading Day immediately prior to the date on which
the Holder makes such “cashless exercise” election;


 


(C)
= the Exercise Price of this Warrant, as adjusted hereunder, at the time of such exercise; and


 


(D)
= the lesser of (i) the arithmetic average of the VWAPs for the five consecutive Trading Days ending on the date immediately preceding
the date on which the Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the
applicable Notice of Exercise or (ii) the VWAP for the Trading Day immediately prior to the date on which the Holder makes such
“cashless exercise” election.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Principal Market upon
which the Common Stock is then listed or quoted is a trading market, the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Principal Market 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 Principal Market upon which the Common Stock is
then listed or quoted is not a trading market, the volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on such Principal Market as applicable, (c) if the Common Stock is not then listed or quoted on the Principal
Market, and if prices for the Common Stock are then reported in the OTC Pink Marketplace of OTC Markets Group, Inc., the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


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 1933 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).


 


Notwithstanding
anything herein to the contrary, if on the Termination Date (unless the Holder notifies the Company otherwise) if there is no
effective registration statement covering the resale of the Warrant Shares by the Holder, then this Warrant shall be automatically
exercised via cashless exercise pursuant to this Section 2(c).


 






    	 	2	 



     


    

 


(d)
Mechanics of Exercise.


 


(i)
Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted to the Holder
by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker 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 the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, and
otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three Trading
Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) payment of the aggregate Exercise Price
as set forth above (unless by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”).
The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with
payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the
Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that
a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date (defined for the purposes of this Warrant
as 72 hours from receipt of notice of exercise by the Company and its Transfer Agent) could result in economic loss to the Holder.
As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder
for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $5 per Trading Day (increasing to
$10 per Trading Day after the fifth Trading Day) after the Warrant Share Delivery Date for each $1,000 of Exercise Price of Warrant
Shares for which this Warrant is exercised which are not timely delivered. In no event shall liquidated damages for any one transaction
exceed $1,000.00 for the first 10 Trading Days. The Company shall pay any payments incurred under this Section 2(d)(i) in immediately
available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event
that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder
may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company
and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion
of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or
rescission is given to the Company.


 


(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 certificate or certificates representing
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 to this Warrant.


 


(iii)
Rescission Rights. If the Company fails to deliver the Warrant Shares by crediting the account of the Holder’s prime
broker via DWAC and causes the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant
Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right, at any time prior
to issuance of such Warrant Shares, to rescind such exercise.


 


(iv)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to deliver the Warrant Shares, or cause the Transfer Agent to transmit to the Holder a certificate
or the certificates representing the Warrant Shares 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, 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 (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 shares of Common Stock 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 shares of Common Stock that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having
a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock 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 certificates
representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 




    	 	3	 



     


    

 


(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 up to the next whole share.


 


(vi)
Charges, Taxes and Expenses. Issuance of certificates for 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 certificate including any charges of
any clearing firm, all of which taxes and expenses shall be paid by the Company, and such certificates 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
certificates for 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.


 


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


 


(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), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any
other securities of the Company (including, without limitation, any other Common Stock 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.
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 1934 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 1934
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 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
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 1934 Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock,
a Holder may rely on the number of outstanding shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’
prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 2(e) solely with respect
to the Holder’s Warrant, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant
held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such increase will not be effective until
the 61st day after such notice is delivered to the Company. The Holder may also decrease the Beneficial Ownership Limitation
provisions of this Section 2(e) solely with respect to the Holder’s Warrant at any time, which decrease shall be effectively
immediately upon delivery of notice 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.


 




    	 	4	 



     


    

 


(f)
Automatic Exercise. 


 


(i)
Notwithstanding anything herein to the contrary, if at any time (i) the closing price of the Common Stock on the principal Trading
Market is at least $3.00 per share for 10 consecutive Trading Days, (ii) the average of the daily trading dollar volume of the
Common Stock during that same period is at least $150,000 per day, and (iii) the Warrant Shares are registered pursuant to an
effective registration statement and the prospectus complies with Section 5(b) of the 1933 Act, the remainder of this Warrant
shall be automatically exercised in full, and, the Holder shall, within 30 Trading Days after its receipt of written notice from
the Company that the foregoing conditions have been met, deliver the Exercise Price to the Company or exercise the Warrant by
means of a cashless exercise, and the Company shall cause its Transfer Agent to deliver the remaining Warrant Shares to the Holder
within 72 hours, in accordance with the procedures set forth in Section 2; provided, however, that this Section
2(f) shall only apply if as of the applicable date no Equity Conditions Failure has occurred. 


 


(ii)
For the purposes of this Section 2(f), “Equity
Conditions Failure” means that any of the Equity Conditions was not satisfied at all times during an applicable Equity
Conditions Measuring Period. “Equity Conditions” means, except as otherwise provided, on each day during the
period beginning one month prior to the applicable date of determination and ending on such applicable date of determination (the
“Equity Conditions Measuring Period”), (a) the Common Stock is listed or designated for quotation (as applicable)
on a Principal Market and shall not have been suspended from trading on any such Principal Market, nor shall delisting or suspension
by a Principal Market have been threatened or be reasonably likely to occur as evidenced by (A) a writing by such Principal Market
or (B) the Company or its Common Stock falling below the minimum listing maintenance requirements of the Principal Market on which
the Common Stock is then listed or designated for quotation (as applicable); (b) the Company shall have delivered all shares of
Common Stock issuable upon exercise of this Warrant and each other Transaction Document on a timely basis as provided in this
Warrant; (c) any shares of Common Stock to be issued in connection with the provisions of any Transaction Document may be issued
in full without violating the rules or regulations of the Principal Market on which the Common Stock is then listed or designated
for quotation (as applicable); (d) no public announcement of a pending, proposed or intended Fundamental Transaction shall have
occurred which has not been abandoned, terminated or consummated; (e) there has not been a suspension from trading or the failure
of the Common Stock to be trading or listed (as applicable) on a Principal Market for a period of five consecutive Trading Days;
(f) there has been no occurrence of or continuation of any default under, prepayment of or acceleration prior to maturity of an
aggregate of $25,000 or more of Indebtedness of the Company or any of its Subsidiaries; (g) the Company otherwise shall have been
in material compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any
Transaction Document; (h) a Triggering Event (as defined in the Certificate of Designations) has not existed; (i) since the date
the holder received notice of automatic exercise under Section 2(f) the Holder shall not be in possession of any material, non-public
information provided to it by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers,
directors, shareholders, members, managers, partners, representatives or agents; (j) on the applicable date of determination (1)
no failure on the part of the Company to maintain shares of Common Stock authorized and reserved for issuance sufficient to meet
the Required Reserved Amount shall exist or be continuing, (2) the number of shares of Common Stock available under the articles
of incorporation of the Company and reserved by the Company to be issued pursuant to the Preferred Shares and Warrants shall be
greater than the Required Reserve Amount, and (3) all shares of Common Stock to be issued in connection with the event requiring
this determination may be issued in full without resulting in a failure described in (1); (k) no bona fide dispute shall exist,
by and between the Holder of the Warrants or Preferred Shares, the Company, a Principal Market and/or the Financial Industry Regulatory
Authority with respect to any term or provision of any Warrant or any other Transaction Document, and (l) the shares of Common
Stock issuable pursuant the event requiring the satisfaction of the Equity Conditions (without regard to any limitations on exercise
set forth herein) are duly authorized and listed, if required, and eligible for trading without restriction on a Principal Market.


 




    	 	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 Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Warrant or pursuant to any of the other Transaction Documents), (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock
into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock 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 shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock 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 stockholders 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)
Adjustments for Issuance of Additional Securities. For a period of two years from the Initial Exercise Date, in the event
that the Company shall, at any time, effect a Subsequent Placement (in a transaction other than in connection with the issuance
of any Excluded Securities), at a price per share less than the Exercise Price then in effect or without consideration (a “Dilutive
Issuance” based on a “Dilutive Issuance Price”), then the Exercise Price upon each such issuance
shall be reduced to the Dilutive Issuance Price, and the number of Warrant Shares (excluding Warrant Shares previously exercised)
shall be increased on a full ratchet basis to the number of shares of Common Stock determined by multiplying the Exercise Price
then in effect immediately prior to such adjustment by the number of Warrant Shares (excluding Warrant Shares previously exercised)
acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise
Price resulting from such adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately prior
to such Dilutive Issuance, F is the Exercise Price in effect immediately prior to such Dilutive Issuance, and G is the Dilutive
Issuance Price, the adjustment to the number of Warrant Shares can be expressed in the following formula: Total number of Warrant
Shares after such Dilutive Issuance = the quotient obtained from dividing [E x F] by G.


 


(c)
Change in Option Price or Rate of Conversion. If the price per share for which shares of Common Stock may be issuable pursuant
to any Common Stock Equivalent, is less than the applicable Exercise Price then in effect, or if, after any such issuance of Common
Stock Equivalents, the price per share for which shares of Common Stock may be issuable thereafter is amended or adjusted, and
such price as so amended shall be less than the applicable Exercise Price in effect at the time of such amendment or adjustment,
then the applicable Exercise Price and number of Warrant Shares shall be adjusted upon each such issuance or amendment as provided
in this Section 3(c).


 


(d)
Calculation of Consideration Received. In case any Common Stock Equivalent is issued in connection with the issue or sale
of other securities of the Company, together comprising one integrated transaction, (x) the Common Stock Equivalents will be deemed
to have been issued for the Option Value of such Common Stock Equivalents and (y) the other securities issued or sold in such
integrated transaction shall be deemed to have been issued or sold for the difference of (I) the aggregate consideration received
by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company,
less (II) the Option Value. If any shares of Common Stock or Common Stock Equivalents are issued or sold or deemed to have been
issued or sold for cash, the amount of such consideration received by the Company will be deemed to be the net amount received
by the Company therefor. If any shares of Common Stock or Common Stock Equivalents are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where
such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company will
be the VWAP of such public traded securities on the date of receipt. If any shares of Common Stock or Common Stock Equivalents
are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity,
the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the
non-surviving entity as is attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be.


 




    	 	6	 



     


    

 


“Option
Value” means the value of a Common Stock Equivalent based on the Black Scholes Option Pricing model obtained from the
“OV” function on Bloomberg L.P. determined as of (A) the Trading Day prior to the public announcement of the issuance
of the applicable Common Stock Equivalent, if the issuance of such Common Stock Equivalent is publicly announced or (B) the Trading
Day immediately following the issuance of the applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent
is not publicly announced, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the remaining term of the applicable Common Stock Equivalent as of the applicable date of determination,
(ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg
L.P. as of (A) the Trading Day immediately following the public announcement of the applicable Common Stock Equivalent if the
issuance of such Common Stock Equivalent is publicly announced or (B) the Trading Day immediately following the issuance of the
applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent is not publicly announced, (iii) the underlying
price per share used in such calculation shall be the highest VWAP of the Common Stock during the period beginning on the Trading
Day prior to the execution of definitive documentation relating to the issuance of the applicable Common Stock Equivalent and
ending on (A) the Trading Day immediately following the public announcement of such issuance, if the issuance of such Common Stock
Equivalent is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Common Stock Equivalent
if the issuance of such Common Stock Equivalent is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization
factor.


 


The
provisions of this Section 3(e) shall apply each time the Company, at any time after the Initial Exercise Date and prior to the
date that is two years from the Initial Exercise Date, shall issue any securities with a Dilutive Issuance Price. Notwithstanding
the foregoing, no adjustment shall be made pursuant to this Section 3(e) with respect to an Exempt Issuance (as defined in the
Purchase Agreement).


 


(e)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above and any rights contained in
the Purchase Agreement, for a period of two years from the Initial Exercise Date, if the Company grants, issues or sells any Common
Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class
of shares of Common Stock (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 shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock 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).


 


(f)
Pro Rata Distributions. If the Company, for a period of two (2) years from the Initial Exercise Date, shall distribute
to all holders of Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends)
or rights or warrants to subscribe for or purchase any security other than the Common Stock, then in each such case the Exercise
Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination
of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of
the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair
market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding
share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described
in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription
rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date mentioned above.


 




    	 	7	 



     


    

 


(g)
Fundamental Transaction. For a period of two years from the Initial Exercise Date, if (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 Common Stock 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 Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization 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, 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 shares of Common Stock (not including any shares of Common
Stock 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 (without regard to any
limitation on the exercise of this Warrant), at the option of the Holder the number of shares of Common Stock 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 shares of Common
Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation
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 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. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company
or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or
within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the
Holder an amount of cash equal to (i) the Black Scholes Value of the remaining unexercised portion of this Warrant on the date
of the consummation of such Fundamental Transaction or (ii) the positive difference between the cash per share paid in such Fundamental
Transaction minus the then in effect Exercise Price. “Black Scholes Value” means the value of the unexercised portion
of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P.
determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and
the 100 day volatility obtained from the HVT function on Bloomberg L.P. as of the Trading Day immediately following the public
announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the
sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered
in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date. 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 and the other Transaction Documents in accordance with the provisions of this Section
3(g) 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 shares of Common Stock acquirable and receivable upon exercise of this Warrant prior to such Fundamental
Transaction (without regard to any limitation on the exercise of this Warrant), 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 shares of Common Stock 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. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 3(g)
with respect to an Exempt Issuance (as defined in the Purchase Agreement).


 




    	 	8	 



     


    

 


(h)
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 shares of Common Stock deemed to be issued and outstanding
as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


(i)
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 email to the Holder 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. The Holder may supply
an email address to the Company and change such address.


 


(ii)
Notice to Allow Exercise by Holder. For a period of two years from the Initial Exercise Date, if (A) the Company shall
declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring
cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common
Stock 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 stockholders of the Company shall be required in connection with any reclassification of the Common Stock, 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 Common Stock is converted into other securities, 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 deliver to the Holder at its last address as it shall appear upon the Warrant Register (as defined below) 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 Common Stock 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
Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to email such notice
or any defect therein or in the emailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries (as determined in good faith by the Company), the Company shall simultaneously file such
notice with the Commission pursuant to a Current Report on Form 8-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.


 




    	 	9	 



     


    

 


Section
4. Transfer of Warrant.


 


(a)
Transferability. Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement,
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. 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 initial 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”) and/or cause its Transfer Agent register this Warrant, upon records to be maintained
by the Transfer Agent, in the name of the record Holder hereof from time to time. The Company and its Transfer Agent 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 of 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 exercise, for its own account and not with a view
to or for distributing or reselling such Warrant Shares or any part thereof in violation of the 1933 Act or any applicable state
securities law, except pursuant to sales registered or exempted under the 1933 Act.


 


Section
5. 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 stockholder of the Company prior to the exercise hereof other than as explicitly 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, 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 Trading Day, then, such action may be taken or such right may be exercised on the next
succeeding Trading Day.


 




    	 	10	 



     


    

 


(d)
Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will maintain the Required
Reserved Amount as set forth in Section 4(k) of the Purchase Agreement. The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute
and issue the necessary certificates for the 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 any Trading Market upon which the Common Stock 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).


 


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 nonassessable Warrant Shares
upon the exercise of this Warrant and (iii) use best 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 Purchase Agreement.


 


(f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered
or if not exercised on a cashless basis when Rule 144 and/or Section 4(a)(1) of the 1933 Act are available, may 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 Purchase 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 Purchase 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 Common Stock or as a stockholder 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 or that there
is no irreparable harm and not to require the posting of a bond or other security.


 






    	 	11	 



     


    

 


(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 Holders 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 Holders of 100% of the outstanding Warrants issued pursuant to the Purchase Agreement.


 


(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.


  




    	 	12	 



     


    

 


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


 


	 	27
    Health Holdings Corp.
	 	 	 
	 	By:	 
	 	Name:
    	Joseph
    Frontiere
	 	Title:
    	Chief
    Executive Officer


 




    	 	13	 



     


    

 


NOTICE
OF EXERCISE


 


To:
27 Health Holdings Corp.


 


(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
Section 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 Section 2(c).


 


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


 


_______________________________


 


(4)
After giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.


 


The
Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ______________________________________________________


Signature
of Authorized Signatory of Investing Entity: __________________________________


Name
of Authorized Signatory: ____________________________________________


Title
of Authorized Signatory: _______________________________________


Date:
_______________________________________________________________


 




    	 	14	 



     


    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute


this
form and supply required information.


Do
not use this form to exercise the warrant.)


 


27
Health Holdings Corp.


 


FOR
VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned
to


 


_______________________________________________
whose address is


 


_______________________________________________________________


 


_______________________________________________________________


 


	 	Dated:
    ______________, _______	 


 


	 	Holder’s
    Signature:	_____________________________	 
	 	 	 	 
	 	Holder’s
    Address:	_____________________________	 
	 	 	 	 
	 	 	 	 


 


Signature
Guaranteed: ___________________________________________


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.


 




    	 	15