Exhibit
10.3


 


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.



 


	No.
    [B-__]	[______],
    2020


 


biotricty
inc.





 


Common
Stock Purchase Warrant


_________________


 


This
Certifies That, for value received, [________________],
or his/her/our registered assigns (the “Holder”), is entitled to subscribe for and purchase from Biotricty
Technologies Corporation, a Nevada corporation (the “Company”), at any time commencing on
[______], 2020 and expiring on ________________[three years from date of issuance],
2023 (such period, the “Warrant Exercise Term”), the Shares at the Exercise Price (each as defined in
Section 1 below).


 


This
Warrant is issued in connection with that certain Subscription Agreement dated _________, 2020 pursuant to which the subscriber
purchased a 12% convertible promissory note (the “Note”) and this Warrant, from the Company. Capitalized
terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Note.


 


This
Warrant is subject to the following terms and conditions:


 


1.
Shares. The Holder has, subject to the terms set forth herein, the right to
purchase, at any time during the Warrant Exercise Term, up to [________________] shares
of Company’s common stock [ 50% warrant coverage] , par value $0.001 per share (the “Common Stock”),
at a per share exercise price of $_____[20% Premium to 20 day VWP prior to the transaction last closing date] (as the same may
be adjusted as provided in Section 3 hereof, the “Exercise Price”). The shares of Common Stock
received upon any exercise of this Warrant are referred to herein as the “Shares”.


 




    	 



     


    

 


2.
Exercise of Warrant. 


 


(a)
Exercise. This Warrant may be exercised by the Holder at any time during the Warrant Exercise Term, in whole or in part, by
delivering to the Company at its principal office, or at such other office as the Company may designate (i) the notice of exercise
attached as Exhibit A hereto (the “Notice of Exercise”),
duly executed by the Holder and (ii) this Warrant certificate, accompanied by (iii) payment, in cash or by wire transfer of immediately
available funds or by check payable to the order of the Company of the amount obtained by multiplying the number of Shares designated
in the Notice of Exercise by the Exercise Price (the “Purchase Price”). For purposes hereof, “Exercise
Date” shall mean the date on which all deliveries required to be made to the Company upon exercise of this Warrant
pursuant to this Section 2(a) shall have been made. In no event shall the Company be required to net cash settle any Warrant
exercise.


 


(b)
Issuance of Shares. As soon as practicable after the exercise of this Warrant, in whole or in part, in accordance with Section
2(a) hereof, the Company, at its expense, shall promptly issue the Shares to the Holder pursuant to the instructions in the
Notice of Exercise


 


(ii)
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.


 




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3.
Adjustment of Exercise Price and Number of Shares. 


 


(a)
Adjustment for Reclassification, Consolidation or Merger. If while this Warrant, or any portion hereof, remains outstanding
and unexpired, the Company, directly or indirectly, in one or more related transactions (i) effects any merger or consolidation
of the Company with or into another Person (as defined below), (ii) effects any sale, lease, license, assignment, transfer, conveyance
or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions, (iii)
effects any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) 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) 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) 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 Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
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. 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 other than one in which a Successor Entity (as defined below) that is a publicly traded corporation
whose stock is quoted or listed on a Trading Market assumes this Warrant such that the Warrant shall be exercisable for the publicly
traded common stock of such Successor Entity, the Company or any Successor Entity 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 equal to the Black Scholes Value of the remaining unexercised portion of this
Warrant on the date of the consummation of such Fundamental Transaction using the same type or form of consideration (and in the
same proportion) that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common
Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction.
Any cash payment will be made by wire transfer of immediately available funds within five Business Days of the Holder’s
election (or, if later, on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in
a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to
assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(a)
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 (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the 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). 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 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 with the same effect as if such Successor Entity had been named as the Company herein.


 




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For
purposes herein:


 


“Black
Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg, L.P. (“Bloomberg”) 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 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.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


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


 


(b)
Adjustments for Split, Subdivision or Combination of Shares. If the Company shall at any time subdivide (by any stock split,
stock dividend, recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock subject to acquisition
hereunder, then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of shares of Common Stock subject to acquisition upon exercise of the
Warrant will be proportionately increased. If the Company at any time combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) the shares of Common Stock subject to acquisition hereunder, then, after the record date for effecting
such combination, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the
number of shares of Common Stock subject to acquisition upon exercise of the Warrant will be proportionately decreased.


 




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(c)
Adjustments for Dividends in Stock or Other Securities or Property. If while this Warrant, or any portion hereof, remains
outstanding and unexpired, the holders of any class of securities as to which purchase rights under this Warrant exist at the
time shall have received or, on or after the record date fixed for the determination of eligible stockholders, shall have become
entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of
the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number
of shares of such class of security receivable upon exercise of this Warrant, and without payment of any additional consideration
therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such
holder would be entitled to receive had it been the holder of record of the class of security receivable upon exercise of this
Warrant on the record date fixed for the determination of stockholders eligible to receive such dividend, giving effect to all
adjustments called for by the provisions of this Section 3 that occur from such record date to the date of such exercise.


 


(d)
Notice of Adjustments. Upon any adjustment of the Exercise Price and any increase or decrease in the number of Shares purchasable
upon the exercise of this Warrant, then, and in each such case, the Company, within 30 days thereafter, shall give written notice
thereof to the Holder at the address of such Holder as shown on the books of the Company, which notice shall state the Exercise
Price as adjusted and, if applicable, the increased or decreased number of Shares purchasable upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation of each. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this Section 3, following any adjustment hereunder, the number
of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. 


 


4.
Transfer of Warrant. 


 


(a)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the
transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities
Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions
or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,
that the Holder or transferee of this Warrant, as the case may be, comply with certain transfer restrictions.


 


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


 




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5.
Notices. Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the
earliest of (a) the date of transmission, if such notice or communication is delivered via e-mail transmission prior to 5:00 P.M.,
New York City time, on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via e-mail transmission on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading
Day, (c) the trading day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next
day delivery specified, or (d) upon actual receipt by the party to whom such notice is required to be given. The address and e-mail
address for such notices and communications shall be as follows:


 


If
to the Company to:


 


Biotricty
Inc.


275
Shoreline Drive, Suite 150


Redwood
City, California 94065


Telephone:
(650) 832-1626


Attention:
Waqaas Al-Siddiq


Email:


 


With
a copy (that shall not constitute notice) to:


 


Sichenzia
Ross Ference LLP


1185
Avenue of the Americas, 37th Floor


New
York, New York 10036


Facsimile
No.: (212) 930-9725


Attention:
Gregory Sichenzia


E-mail:


 


If
to the Holder at its address or e-mail address as furnished in that certain subscription agreement entered into between the
Holder and the Company in connection with Holder’s purchase of the Note.


 


Either
party may give any notice, request, consent or other communication under this Warrant using any other means, but no such notice,
request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the
party for whom it is intended. Either party may change the address to which notices, requests, consents or other communications
hereunder are to be delivered by giving the other party notice in the manner set forth in this Section 5.


 


6.
Legends. The Holder acknowledges that each
certificate evidencing the Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed by state
and federal securities laws. Each such certificate shall be stamped or imprinted with a legend substantially in the following
form:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION
OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 




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8.
Fractional Shares. No fractional Shares will
be issued in connection with any exercise hereunder. Instead, the Company shall round the number of Shares to be issued up to
the nearest whole Share. This Warrant may only be exercised for whole shares.


 


9.
Rights of Stockholders. Except as expressly
provided in Section 3(c) hereof, the Holder, as such, shall not be entitled to vote or receive dividends or be deemed the
holder of the Shares or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose,
nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification
of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or otherwise
until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have been issued, as provided
herein.


 


10.
Miscellaneous.


 


(a)
Sections [7.3, 7.4, 7.7, and 7.9] of the Note shall apply to this Warrant, mutatis mutandis, as if fully set forth herein.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Note. 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.


 


(b)
The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms
hereof.


 


(c)
The terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the
Company, the Holder, and any holder of the Shares issued or issuable upon the exercise hereof.


 


(d)
This Warrant and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement
between the parties with regard to the subject hereof.


 






    	 	7	 



     


    




 


(e)
The Company shall not, by amendment of the articles of incorporation or bylaws, or through any other means, directly or indirectly,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant and shall at all times in good faith
assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder contained herein against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any 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 Shares upon the exercise of this Warrant and (iii) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


(f)
Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form
and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company,
at its expense, will execute and deliver to the Holder, in lieu thereof, a new Warrant of like date and tenor.


 


signature
page follows


 






    	 	8	 



     


    







 


In
Witness Whereof, the Company has caused this
Warrant to be signed by its duly authorized officer.


 


	 	BIOTRICITY,
    INC. 
	 	 	 
	 	By:	 
	 	Name:	Waqaas
    Al Siddiq
	 	Title:	Chief
    Executive Officer


 





Signature
Page to

Common Stock Purchase Warrant

 




    	 



     


    

 


Exhibit
A


 


NOTICE
OF EXERCISE


 


To:
Biotricty Inc. 


 


(1)
The undersigned hereby elects to purchase ________ 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, in the form of cash in lawful money of the United States.


 


(2)
Please issue said Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 





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


 


_______________________________


 


_______________________________


 


_______________________________


 


(3)
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended.


 


[Holder]


 


Name
of Investing Entity:


______________________________________________________________________________________________


Signature
of Authorized Signatory of Investing Entity: ____________________________________________________


Name
of Authorized Signatory: ______________________________________________________________________


Title
of Authorized Signatory: _______________________________________________________________________


Date:
__________________________________________________________________________________________


 






    	 	A-1	 



     


    




 





ASSIGNMENT
FORM


 


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


 


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


 


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