Exhibit 4.6 


   


 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON
STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS,
HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION
OF COUNSEL TO THE ISSUER OF THESE SECURITIES, SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS
IS NOT REQUIRED. 


   


 Date: 


   


 WARRANT FOR THE PURCHASE OF SHARES OF COMMON
STOCK OF VERIFYME, INC. 


   


 THIS IS TO CERTIFY that, for value
received, ____________ , its successors and assigns (the “Holder”), is entitled to purchase, subject to the
terms and conditions hereinafter set forth, _____ shares of VerifyMe, Inc., a Nevada corporation (the “Company”)
common stock, $0.001 par value per share (“Common Stock”), and to receive  certificates for the Common
Stock so purchased.  The exercise price of this Warrant is $_____ per share, subject to adjustment as provided below (the
“Exercise Price”). 


   


 1.           Exercise
Period and Vesting.  This Warrant is vested and shall be exercisable at any time by the Holder beginning on the date
listed above (the “Issuance Date”), and ending at 5:00 p.m., New York, New York time, on the date that is the
third (3rd) anniversary of the date of this Warrant (the “Exercise Period”).  This Warrant
will terminate automatically and immediately upon the expiration of the Exercise Period. 


   


 2.           Exercise
of Warrant; Cashless Exercise. 


   


 (a) Exercise.  This
Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period.  Such exercise
shall be accomplished by tender to the Company of an amount equal to the Exercise Price multiplied by the number of underlying
shares being purchased (the “Purchase Price”), by wire transfer or by certified check or bank cashier’s
check, payable to the order of the Company, or by a cashless exercise to the extent allowed by Section 2(b).  As a condition
of exercise, the Holder shall where applicable execute a customary investment letter and accredited investor questionnaire. 
The Holder’s right to exercise this Warrant is subject to compliance with any applicable laws and rules including Section
5 of the Securities Act of 1933, as amended (the “Securities Act”). 


   


 (b) Cashless Exercise.  At
any time beginning on the date that is six (6) months after the Issuance Date and continuing thereafter throughout the Exercise
Period the Holder may exercise this Warrant by surrendering such number of shares of Common Stock received upon exercise of this
Warrant with an aggregate Fair Market Value (as defined below) equal to the Purchase Price, as described in the following paragraph
(a “Cashless Exercise”). 


   


 If the Holder elects to conduct
a Cashless Exercise, the Company shall cause to be delivered to the Holder a certificate or certificates representing the number
of shares of Common Stock computed using the following formula: 


   


 X = Y (A-B) 


 A 


 Where: 


 X = the number of shares of Common Stock to be issued to the Holder; 


   


 Y = the portion of the Warrant
(in number of shares of Common Stock) being exercised by the Holder (at the date of such calculation); 


   


 A = the Fair Market Value (as
defined below) of one share of Common Stock; and 


   


 B = Exercise Price (as adjusted
to the date of such calculation). 


   



    	 	1	 



    	 



    

   


 For purposes of this Warrant,
“Fair Market Value” shall mean: (i) if the principal trading market for such securities is a national securities
exchange, or the OTCQB (or a similar system then in use), the average of the last five reported sales prices on the principal
market the last five trading days immediately prior to such Exercise Date (as defined in Section 2(c) below); or (ii) if (i) is
not applicable, and if bid and ask prices for shares of Common Stock are reported by the principal trading market, the average
of the high bid and low asked prices so reported for the trading day immediately prior to such Exercise Date.  Notwithstanding
the foregoing, if there is no last reported sales price or bid and ask prices, as the case may be, for the day in question, then
Fair Market Value shall be determined as of the latest day prior to such day for which such last reported sales price or bid and
asked prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter
market for 30 or more days immediately prior to the day in question, in which case the Fair Market Value shall be determined in
good faith by and reflected in a formal resolution of the board of directors of the Company. 


   


 (c) Upon receipt of the Purchase
Price in Section 2(a) or the shares of Common Stock in Section 2(b), together with presentation and surrender to the Company of
this Warrant with an executed subscription form in substantially the form attached hereto as Exhibit A (the “Subscription”),
the Company will deliver shares of Common Stock to be issued hereunder to the Holder within five (5) business days in certificated
form. Shares in certificated form shall be deemed delivered upon delivery to the address specified in the Ledger of the Company
(as defined below), as confirmed by written receipt. In lieu of issuing shares in certificated form, the Company may elect to
offer, or require, delivery of shares in DWAC or book-entry form. With respect to any exercise of this Warrant, the Holder will
for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on
the date a properly executed Subscription and payment of the Purchase Price is received by the Company (the “Exercise
Date”), irrespective of the date of delivery of the certificate evidencing such shares, except that, if the date of
such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become
the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 
Fractional shares of Common Stock will not be issued upon the exercise of this Warrant and in lieu of any fractional shares, the
number of shares issuable shall be rounded to the nearest whole share.  In the event this Warrant is exercised in part, the
Company shall issue a new Warrant of like tenor and date to the Holder covering the aggregate number of shares of Common Stock
as to which this Warrant remains exercisable for.  The Company acknowledges and agrees that this Warrant was issued on the
Issuance Date. 


   


 3.           Transferability
and Exchange. 


   


 (a) This Warrant, and the Common
Stock issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been
provided with an opinion of counsel reasonably satisfactory to the Company that such transfer is not in violation of the Securities
Act and any applicable state securities laws.  Subject to the satisfaction of this condition, this Warrant and the underlying
shares of Common Stock if not eligible to be sold under Rule 144 of the Securities Act shall be transferable from time to time
by the Holders upon written notice to the Company.  If this Warrant is transferred, in whole or in part, the Company may
request the transferee to sign an investment letter and shall, upon surrender of this Warrant to the Company, deliver to each
transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee
is entitled to purchase pursuant to such transfer.  The Company may place a legend similar to the legend at the top of this
Warrant on any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant or any replacement
Warrants. Only the registered Holder may enforce the provisions of this Warrant against the Company.  A transferee of the
original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original
Assignment, substantially in the form set forth in Exhibit B attached hereto. 


   


 (b) This Warrant is exchangeable
upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right
to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number
of shares as may be designated by the Holder at the time of such surrender (not to exceed the aggregate number of shares underlying
this Warrant). 


   


 4.           Adjustments
to Exercise Price and Number of Shares Subject to Warrant.  The Exercise Price and the number of shares of Common Stock
purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of any of the events
specified in this Section 4.  For the purpose of this Section 4, “Common Stock” means shares now or hereafter
authorized of any class of common stock of the Company, however designated, that has the right to participate in any distribution
of the assets or earnings of the Company without limit as to per share amount (excluding, and subject to any prior rights of,
any class or series of preferred stock). 


   



    	 	2	 



    	 



    

   


 (a) In case the Company shall
(i) pay a dividend or make a distribution in shares of Common Stock to holders of shares of Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number
of shares, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, then the Exercise
Price in effect at the time of the record date for such dividend or on the effective date of such subdivision, combination or
reclassification, and/or the number and kind of securities issuable on such date, shall be proportionately adjusted so that the
Holder of the Warrant thereafter exercised shall be entitled to receive the aggregate number and kind of shares of Common Stock
(or such other securities other than Common Stock) of the Company, at the same aggregate Exercise Price, that, if such Warrant
had been exercised immediately prior to such date, the Holder would have owned upon such exercise and been entitled to receive
by virtue of such dividend, distribution, subdivision, combination or reclassification.  Such adjustment shall be made successively
whenever any event listed above shall occur. 


   


 (b) In case the Company shall
fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the surviving corporation) of cash, evidences of indebtedness or assets,
or subscription rights or warrants, the Exercise Price to be in effect after such record date shall be determined by multiplying
the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market
Value per share of Common Stock on such record date, less the amount of cash so to be distributed or the Fair Market Value (as
determined in good faith by, and reflected in a formal resolution of, the board of directors of the Company) of the portion of
the assets or evidences of indebtedness so to be distributed, or of such subscription rights or warrants, applicable to one share
of Common Stock, and the denominator of which shall be the Fair Market Value per share of Common Stock.  Such adjustment
shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise
Price shall again be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. 
When determining Fair Market Value of the Company’s Common Stock, Fair Market Value shall mean: (i) if the principal trading
market for such securities is a national securities exchange including The Nasdaq Stock Market, or the OTCQB (or a similar system
then in use), the last reported sales price on the principal market the trading day immediately prior to such record date; or
(ii) if subsection (i) is not applicable, and if bid and ask prices for shares of Common Stock are reported by the principal trading
market or the OTC Markets, the average of the high bid and low ask prices so reported for the trading day immediately prior to
such record date.  Notwithstanding the foregoing, if there is no last reported sales price or bid and ask prices, as the
case may be, for the day in question, then Fair Market Value shall be determined as of the latest day prior to such day for which
such last reported sales price or bid and ask prices, as the case may be, are available, unless such securities have not been
traded on an exchange or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which
case the Fair Market Price shall be determined in good faith by, and reflected in a formal resolution of, the board of directors
of the Company. 


   


 (c) Notwithstanding any provision
herein to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase
or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason
of this Section 4(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. 
All calculations under this Section 4 shall be made to the nearest cent or the nearest one-hundredth of a share, as the case may
be. 


   


 (d) In the event that at any
time, as a result of an adjustment made pursuant to Section 4(a) above, the Holder of any Warrant thereafter exercised shall become
entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such
other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 4,
and the other provisions of this Warrant shall apply on like terms to any such other shares. 


   



    	 	3	 



    	 



    

   


 (e) If the Company merges or
consolidates into or with another corporation or entity, or if another corporation or entity merges into or with the Company (excluding
such a merger in which the Company is the surviving or continuing corporation and which does not result in any reclassification,
conversion, exchange, or cancellation of the outstanding shares of Common Stock), or if all or substantially all of the assets
or business of the Company are sold or transferred to another corporation, entity, or person, then, as a condition to such consolidation,
merger, or sale (any a “Transaction”), lawful and adequate provision shall be made whereby the Holder shall
have the right from and after the Transaction to receive, upon exercise of this Warrant and upon the terms and conditions specified
herein and in lieu of the shares of the Common Stock that would have been issuable if this Warrant had been exercised immediately
before the Transaction, such shares of stock, securities, or assets as the Holder would have owned immediately after the Transaction
if the Holder had exercised this Warrant immediately before the effective date of the Transaction. 


   


 (f) [Reserved]  


   


 (g) [Reserved] 


   


 5.           Registration.
Issuance of the shares underlying this Warrant has not been registered under the Securities Act.  If not registered under
the Securities Act, when exercised, the stock certificates shall bear the following legend: 


   


 “The securities represented
by this certificate have not been registered under the Securities Act and may not be offered for sale or sold except pursuant
to (i) an effective registration statement under the Securities Act, or (ii) an opinion of counsel to the issuer of these securities
that an exemption from registration under the Securities Act is available.” 


   


 6.           Reservation of Shares.  The Company agrees at all times to reserve and hold available out of
its authorized but unissued shares of Common Stock the number of shares of Common Stock issuable upon the full exercise of
this Warrant.  The Company further covenants and agrees that all shares of Common Stock that may be delivered upon the
exercise of this Warrant will, upon delivery, be fully paid and nonassessable and free from all taxes, liens and charges with
respect to the purchase thereof hereunder. 


   


 7.           Notices
to Holder.  Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise
of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of
such adjustment.  Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon
the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company’s method of calculation
and the facts upon which such calculations were based.  Where appropriate, such notice shall be given in advance and included
as a part of any notice required to be given under the other provisions of this Section 7. 


   


 In the event of (a) any fixing
by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining
which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise
acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital
reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of
all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into,
any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such
event the Company will give the Holder a written notice specifying, as the case may be (i) the record date for the purpose of
such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right; or (ii)
the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution,
liquidation, or winding up is to take place and the time, if any is to be fixed, as of which the holders of record of Common Stock
(or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares
of Common Stock (or such other securities) for securities or other property deliverable upon such event.  Any such notice
shall be given at least 5 days prior to the earliest date therein specified. 


   


 8.           No
Rights as a Shareholder.  This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder
of the Company, nor to any other rights whatsoever except the rights herein set forth. 


   



    	 	4	 



    	 



    

   


 9.           Additional
Covenants of the Company.  The Company shall not, by amendment of its articles of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issuance 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.  Without limiting the generality of the
foregoing, the Company (a) shall comply with Section 6 of this Agreement and have available sufficient shares of Common Stock
to be issued from time to time upon exercise of this Warrant except as provided in Section 6, (b) will not increase the par value
of any shares of Common Stock issuable upon exercise of this Warrant above the amount payable therefor upon such exercise, and
(c) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable stock. 


   


 10.         Successors
and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Company, the Holder and their respective
successors and permitted assigns. 


   


 11.         Notices. 
The Company agrees to maintain a ledger of the ownership of this Warrant (the “Ledger”).  Any notice hereunder
shall be given by Federal Express or other overnight delivery service for delivery on the next business day if to the Company,
at its principal executive office and, if to the Holder, to his address shown in the Ledger of the Company; provided, however,
that either the Company or the Holder may at any time on three days’ written notice to the other designate or substitute
another address where notice is to be given.  Notice shall be deemed given and received after a Federal Express or other
overnight delivery service is delivered to the carrier. 


   


 12.         Severability. 
Every provision of this Warrant is intended to be severable.  If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the remainder of this Warrant. 


   


 13.         Governing Law;
Venue.  This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without
giving effect to the principles of choice of laws thereof EACH OF Holder and THE COMPANY
CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL COURTS LOCATED IN MONROE COUNTY, NEW YORK IN CONNECTION WITH ANY
DISPUTE ARISING UNDER THIS AGREEMENT, AND EACH WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. THIS PROVISION IS INTENDED
TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED CONSISTENT WITH NEW YORK LAW. EACH OF THE
PARTIES HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY FEDERAL COURT HAVING ITS SITUS IN MONROE COUNTY, NEW YORK,
AND EACH WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. 


   


 14.         Entire Agreement. 
This Warrant (including the Exhibits attached hereto) constitutes the entire understanding between the Company and the Holder
with respect to the subject matter hereof, and supersedes all prior negotiations, discussions, agreements and understandings relating
to such subject matter. 


   


 (Signature Page Follows) 


   



    	 	5	 



    	 



    

   


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

   


	 COMPANY: 	   
	   	   
	   	   
	 VERIFYME, INC. 	   
	   	   
	   	   
	 By: 	   	   
	 Name:  	 Patrick White 	   
	 Title: 	 Chief Executive Officer 	   


   



    	 		 



    	 



    

   


 Exhibit A 


 SUBSCRIPTION FORM 


   


 (To be Executed by the Holder to Exercise the Rights
To Purchase Common Stock Evidenced by the Within Warrant) 


     


 The undersigned, pursuant to the provisions set forth
in the attached Warrant, hereby notifies the Company that it is exercising this warrant pursuant to:  [please check
one] 


   


 ________ Section 1 - Cash Exercise 


 ________ Section 2 - Cashless Exercise 


   


   


 Section 1 - Cash Exercise. If Section
1 is selected above, please complete the following: 


   


 I am exercising my right to purchase all of the shares
of Common Stock which I am entitled to purchase under this warrant. The number of shares of Common Stock is __________. 


   


 I am exercising my right to purchase ________ shares
of Common Stock, and request that the Company deliver to me or as I shall designate below a new Warrant representing the right
to purchase _______ shares of Common Stock. 


   


 I am making payment of the full exercise price for
such shares at an Exercise Price per share of $_______ as provided for in such Warrant. The total exercise price payable is $___________.
Such payment takes the form of (check applicable box or boxes): 


   


 ___ $__________ in certified or official bank check
payable to the order of the Company; or 


 ___ $__________ by wire transfer of immediately available
funds   


   


 Section 2 - Cashless Exercise. If Section
2 is permitted under the Warrant and selected above, please complete the following: 


   


 The current Fair Market Value of the shares of Common
Stock, as defined in this Warrant, is $___________. 


   


 I am exercising my right to purchase ___________
shares of Common Stock, being the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise
procedure set forth in Section 2. 


   


 I am exercising my right to purchase _________ shares
of Common Stock, and requesting that the Company deliver to me or as I shall request a new Warrant representing the right to purchase
_______ shares of Common Stock. 


   


 Certificated Share Deliver 


 Subject to the Company’s right under the Warrant
to offer, or require, issuance of shares of Common Stock in DWAC or book-entry form (in which case I shall comply with the Company’s
instructions and provide such information as is reasonably requested by it to issue such uncertificated shares), I request that
a certificate for the Common Stock be issued in the name of the undersigned and be delivered to the undersigned at the address
stated below.  If the Common Stock is not all of the shares purchasable pursuant to the Warrant, I request that a new Warrant
of like tenor for the balance of the remaining shares purchasable thereunder be delivered to me at the address stated below. 


   


 In connection with the issuance of the Common Stock,
if the Common Stock may not be immediately publicly sold, I hereby represent to the Company that I am acquiring the Common Stock
for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within
the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 


   



    	 		 



    	 



    

   


 I am______ am not ______ [please initial one]
an accredited investor for at least one of the reasons on Exhibit A-1 to the Warrant.  If the SEC has amended the
rule defining the definition of accredited investor, I acknowledge that as a condition to exercise the Warrant, the Company may
request updated information regarding the Holder’s status as an accredited investor.  My exercise of the Warrant shall
be in compliance with the applicable exemptions under the Securities Act and applicable state law 


   


 I understand that if at this time the Common Stock
has not been registered under the Securities Act, I must hold such Common Stock indefinitely unless the Common Stock is subsequently
registered and qualified under the Securities Act or is exempt from such registration and qualification.  I shall make no
transfer or disposition of the Common Stock unless (a) such transfer or disposition can be made without registration under the
Securities Act by reason of a specific exemption from such registration and such qualification, or (b) a registration statement
has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition.  I agree
that each certificate or book-entry representing the Common Stock delivered to me shall bear substantially the same as set forth
on the front page of the Warrant. 


   


 I further agree that the Company may place stop transfer
orders with its transfer agent to the same effect as the above legend.  The legend and stop transfer notice referred to above
shall be removed only upon my furnishing to the Company of an opinion of counsel reasonably acceptable to the Company to the effect
that such legend may be removed. 


   


 Date:_________________________ 


   


 Signed:_______________________ 


   


 Name:________________________ 


   


 Address:______________________ 


   


 _____________________________ 


   


 _____________________________
 


   



    	 		 



    	 



    

   


 Exhibit A-1 


   For Individual Investors Only: 


   


 1.          A
person who has an individual net worth, or combined net worth (with his or her spouse) who has, in excess of $1,000,000. 
For purposes of this question, “net worth” means the excess of total assets at fair market value, including all real
property except the investor’s primary residence, home furnishings and automobiles, over total liabilities. For purposes
of calculating “net worth”, (i) the primary residence shall not be included as an asset, (ii) to the extent that the
indebtedness that is secured by the primary residence is in excess of the fair market value of the primary residence, the excess
amount shall be included as a liability, and (iii) if the amount of outstanding indebtedness that is secured by the primary residence
exceeds the amount outstanding 60 days prior to the execution of this investment letter, other than as a result of the acquisition
of the primary residence, the amount of that increase in indebtedness shall be included as a liability. 


   


 2a. A person who had individual
income (exclusive of any income attributable to the person’s spouse) of more than who has $200,000 in each of the two most
recently completed years and who reasonably expects to have an individual income in excess of $200,000 this year. 


   


 2b. Alternatively, a person,
who with his or her spouse, has joint income in excess of $300,000 in each applicable year. 


   


 3. A director or executive officer
of the Company. 


   


 Other Investors: 


   


 4. Any bank as defined in Section
3(a)(2) of the Securities Act of 1933, as amended (“Securities Act”) whether acting in its individual or fiduciary
capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended; insurance
company as defined in Section 2(13) of the Securities Act; investment company registered under the Investment Company Act of 1940
or a business development company as defined in Section 2(a)(48) of that Act; Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established
and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment
advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, with investment
decisions made solely by persons that are accredited investors. 


   


 5. A private business development
company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940. 


   


 6. An organization described
in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.   


   


 7. A trust, with total assets
in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by
a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act. 


   


 8.  An entity in which all of the equity owners are accredited investors. 


   



    	 		 



    	 



    

   


 Exhibit B 


 ASSIGNMENT 


   


 (To be Executed by the Holder to Effect Transfer
of the Attached Warrant) 


   


 For Value Received __________________________ hereby
sells, assigns and transfers to _________________________ the Warrant attached hereto and the rights represented thereby to purchase
_________ shares of Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and
appoint ___________________________ as attorney to transfer such Warrant on the books of the Company with full power of substitution. 


   


	 Dated: 	   	   
	 Signed: 	   	   





	 Please print or typewrite

        name and address of

        assignee: 
	   



   

   


 Please insert Social Security

or other Tax Identification

Number of Assignee: