Exhibit 4.2


 


WARRANT AGENT AGREEMENT


 


This Warrant Agent Agreement
(this “Warrant Agreement”), dated as of [__], 2020 (the “Issuance Date”) between Aditx Therapeutics,
Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC
(the “Warrant Agent”).


 


WHEREAS, pursuant to the
terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated [__], 2020, by and among the
Company and Dawson James Securities, Inc., as representatives of the underwriters set forth therein, the Company is engaged in
a public offering (the “Offering”) of up to 1,900,000 Units, each Unit consisting of one share (the “Shares”)
of common stock, par value $0.001 per share (the “Common Stock”) of the Company and one Warrant (the “Warrants”)
to purchase one share of Common Stock (the “Warrant Shares”);


  


WHEREAS, the Company has
filed with the Securities and Exchange Commission (the “Commission”) an Registration Statement on Form S-1 (File
No. 333-235933) (as the same may be amended from time to time, the “Registration Statement”), for the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, Warrants and Warrant Shares,
and such Registration Statement was declared effective on [__], 2020;


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set
forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.              Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions
set forth in this Warrant Agreement (and no implied terms or conditions).


  


2.            Warrants.


 


2.1.         Form
of Warrants. The Warrants shall be registered securities and shall be evidenced by a global certificate (“Global Certificate”)
in the form of Exhibit A to this Warrant Agreement, which shall be deposited on behalf of the Company with
a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee
of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible
for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent
to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company
shall instruct the Warrant Agent to deliver to DTC separate certificates evidencing Warrants (“Definitive Certificates”
and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system.


 


2.2.         Issuance
and Registration of Warrants.


 


2.2.1.      Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants.


 






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2.2.2.      Issuance
of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the
Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the
Company. Ownership of security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).


 


2.2.3.      Beneficial
Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


2.2.4.      Execution.
The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by
facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need
not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless
so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized
Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates,
nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person
who signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed
on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized
Officer of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement
any such person was not such an Authorized Officer.


   


2.2.5.      Registration
of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered
and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder
desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request
in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates
evidencing the Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged and,
in the case of registration of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and
deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The
Warrant Agent may require reasonable and customary payment, by the Holder requesting a registration of transfer of Warrants or
a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants
and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with such registration of transfer, split-up, combination or exchange, together with reimbursement to the Warrant
Agent of all reasonable expenses incidental thereto.


 


2.2.6.      Loss,
Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of
indemnity or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses
incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant
Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of
the Warrant Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee
for processing the replacement of lost Warrant Certificates, which shall be charged only once in instances where a single surety
bond obtained covers multiple certificates. The Warrant Agent may receive compensation from the surety companies or surety agents
for administrative services provided to them.


 






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2.2.7.      Proxies.
The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders
that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or the
Warrants; provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise
of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


3.            Terms
and Exercise of Warrants.


 


3.1.         Exercise
Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $6.875 per whole share,
subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as used in this
Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised.


 


3.2.         Duration
of Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing on [__], 2020[1]
and terminating at 5:00 P.M., Eastern Standard Time (the “close of business”) on the fifth anniversary of the
Issuance Date, [__], 2025 (“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close
of business on the Expiration Date.


 


3.3.         Exercise
of Warrants.


 


3.3.1.      Exercise
and Payment. (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant
acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, not later than 5:00 P.M., Eastern Standard
Time, on any business day during the Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised
(i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through
the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an
Election to Purchase, the Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A)
surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or
(B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent
to DTC from time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7(b) below is permitted and
specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised, in
lawful money of the United States of America by certified or official bank check payable to the Company or bank wire transfer in
immediately available funds to: 


 


[WIRE/PAYMENT INFORMATION FOR COMPANY]


 


No ink-original Election to Purchase shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be
required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants
to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days
of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases
of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number
of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company
shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and
any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face thereof.





 











[1]
Insert Date of Issuance.


 







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Any person so designated by the Holder (or
a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder
of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered
to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced
in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If
the Holder (or Participant on behalf of the Holder) fails to make delivery of such deliverables on or prior to the Trading Day
following delivery of the Election to Purchase, such Election to Purchase shall be void ab initio. 


        


(b) If any of (i) the Warrants, (ii) the Election
to Purchase, or (iii) the Exercise Price therefor, is received by the Warrant Agent on any date after 5:00 P.M., Eastern Standard
Time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised
on the Trading Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on
which commercial Banks in New York City are open for the general conduct of banking business. The “Exercise Date”
will be the date on which the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York
City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the
materials. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and
void and any funds delivered to the Company will be returned to the Holder or Participant, as the case may be, as soon as practicable.
In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.


 


(c) If less than all the Warrants evidenced
by a surrendered Warrant Certificate are exercised, the Warrant Agent shall split up the surrendered Warrant Certificate and return
to the Holder a Warrant Certificate evidencing the Warrants that were not exercised.


 


3.3.2.      Issuance
of Warrant Shares.


 


(a) The Warrant Agent shall, on the Trading
Day following the Exercise Date of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common
Stock, in respect of (i) the number of Warrant Shares indicated on the Election to Purchase as issuable upon such exercise with
respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant
Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise
and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request.


 


(b) The Company shall, by no later than 5:00
P.M., Eastern Standard Time, on the second Trading Day following the delivery of the Election to Purchase (provided the payment
of the Exercise Price has been submitted as required by Section 3.3.1) (such date and time, the “Delivery Time”),
cause its registrar to electronically transmit the Warrant Shares issuable upon that exercise to DTC by crediting the account of
DTC or of the Participant, as the case may be, through its Deposit/Withdrawal at Custodian (DWAC) system. If the Company fails
for any reason to deliver to the Holder the Warrant Shares subject to an Election to Purchase by the Delivery Time, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such
exercise (based on the closing price of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day
(increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day
after such Delivery Time until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain
a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.


 


 


3.3.3.      Valid
Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4.      No
Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment
made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in
a share, the Company shall, upon such exercise, round up or down, as applicable, to the nearest whole number the number of Warrant
Shares to be issued to such Holder.


  






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3.3.5.      No
Transfer Taxes. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event 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 an assignment form 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 Election to Purchase and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant
Shares.


 


3.3.6.      Date
of Issuance. The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date,
except that, if the Exercise Date is a date when the stock transfer books of the Company are closed, such person shall be deemed
to have become the holder of such shares at the open of business on the next succeeding date on which the stock transfer books
are open.


 


3.3.7.      Restrictive
Legend Events. (a) The Company shall use it reasonable best efforts to maintain the effectiveness of the Registration Statement
and the current status of the prospectus included therein or to file and maintain the effectiveness of another registration statement
or to file a registration statement and another current prospectus covering the Warrants and the Warrant Shares at any time that
the Warrants are exercisable. The Company shall provide to the Warrant Agent and each Holder prompt written notice of any time
that the Company is unable to deliver the Warrant Shares via DTC transfer or otherwise without restrictive legend because (i) the
Commission has issued a stop order with respect to the Registration Statement, (ii) the Commission otherwise has suspended or withdrawn
the effectiveness of the Registration Statement, either temporarily or permanently, (iii) the Company has suspended or withdrawn
the effectiveness of the Registration Statement, either temporarily or permanently, (iv) the prospectus contained in the Registration
Statement is not available for the issuance of the Warrant Shares to the Holder or (v) otherwise (each a “Restrictive
Legend Event”). To the extent that the Warrants cannot be exercised as a result of a Restrictive Legend Event or a Restrictive
Legend Event occurs after a Holder has exercised Warrants in accordance with the terms of the Warrants but prior to the delivery
of the Warrant Shares, the Company shall, at the election of the Holder, which shall be given within five (5) days of receipt of
such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company shall
return all consideration paid by registered holder for such shares upon such rescission, or (B) treat the attempted exercise as
a cashless exercise as described in paragraph (b) below and refund the cash portion of the exercise price to the Holder. Notwithstanding
anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder
in lieu of delivery of the Warrant Shares.


 


(b) If a Restrictive Legend Event has occurred,
the Warrant shall only be exercisable on a cashless basis. Upon a “cashless exercise”, the Holder shall be entitled
to receive the number of Warrant Shares equal to the quotient obtained by dividing (A-B) (X) by (A), where:


 


		(A) =	the last VWAP immediately preceding the date of exercise giving rise to the applicable “cashless
exercise”, as set forth in the applicable Election to Purchase (to clarify, the “last VWAP” will be the last
VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading
Market is open, the prior Trading Day’s VWAP shall be used in this calculation);



 


	 	(B) = 	the Exercise Price of the Warrant, as adjusted as set forth herein; and




 


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



 


If the Warrant Shares are issued in such a
cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant
Shares shall take on the registered characteristics of the Warrants being exercised and the Company agrees not to take any position
contrary thereto. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy
of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise.
The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility
or obligation under this section to calculate, the number of Warrant Shares issuable in connection with any cashless exercise.
The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent
shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or
pursuant to this Warrant Agreement.





 






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3.3.8.      Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are
not disputed.


 


3.3.9 Compensation for
Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 3.3.2 above pursuant to an exercise on or before the Delivery Time, 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 shares of Common Stock upon exercise of the Warrant
as required pursuant to the terms hereof.


 


3.3.10 Beneficial Ownership
Limitation. The Company shall not affect any exercise of this Warrant, and a Holder shall not have the right to exercise any
portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Election to Purchase, the Holder (together with the Holder’s Affiliates, and any other Persons
acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include
the number of shares of Common Stock issuable upon exercise of such 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, non-exercised
portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes
of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.10 applies, the determination
of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of a 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 a Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is
exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 3.3.10, 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 two Trading Days 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 such Warrant, by the Holder or its Affiliates or Attribution Parties since
the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) 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 a Warrant.
The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section
3.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the 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 3.3.10 shall continue to apply. Any increase in the Beneficial Ownership Limitation will
not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 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.


 






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4.            Adjustments.


 


4.1.          Adjustment
upon Subdivisions or Combinations. If the Company at any time after the Issuance Date subdivides (by any stock split, stock
dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number
of Warrant Shares will be proportionately increased. If the Company at any time after the Issuance Date combines (by any stock
split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock
into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4.1 shall become effective
at the close of business on the date the subdivision or combination becomes effective. The Company shall promptly notify Warrant
Agent of any such adjustment and give specific instructions to Warrant Agent with respect to any adjustments to the warrant register.


 


4.2.          Adjustment
for Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution
to all holders of Common Stock of any evidences of indebtedness or assets or subscription rights, options or warrants (excluding
those referred to in Section 4.1 or other dividends paid out of retained earnings), then in each such case the Holder will, upon
the exercise of Warrants, be entitled to receive, in addition to the number of Warrant Shares issuable thereupon, and without payment
of any additional consideration therefor, the amount of such dividend or distribution, as applicable, which such Holder would have
held on the date of such exercise had such Holder been the holder of record of such Warrant Shares as of the date on which holders
of Common Stock became entitled to receive such dividend or distribution. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date mentioned above.


  






    -7-


     


    

 


4.3.          Reclassification,
Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding, (a) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another
person, (b) 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, (c) 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 (not including any Common Stock held by the other person or other persons making
or party to, or associated or affiliated with the other persons making, such purchase offer, tender offer or exchange offer), (d)
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 (e) 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 whereby such other person 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 a Warrant, each 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, the same amount and kind of securities, cash or property, if any, 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 each 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 that such Holder receives upon any exercise of
each Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction
in which the Company is not the survivor (the “Successor Entity”) and for which stockholders received any equity
securities of the Successor Entity and for which stockholders received any equity securities of the Successor Entity, to assume
in writing all of the obligations of the Company under this Warrant Agreement in accordance with the provisions of this Section
4.3 pursuant to written agreements and shall, upon the written request of such Holder, deliver to such Holder in exchange for the
applicable Warrants created by this Warrant Agreement a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to the Warrants which are exercisable for a corresponding number of shares of capital stock of such
Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Common Stock for which the Warrants are exercisable immediately prior to such Fundamental
Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock, if any, plus
any Alternate Consideration (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 plus Alternative consideration after that Fundamental Transaction for
the purpose of protecting the economic value of such 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 Agreement and the Warrants 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 Agreement and the Warrants with the same effect as if such
Successor Entity had been named as the Company herein and therein. The Company shall instruct the Warrant Agent in writing to mail
by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment, supplement or agreement
with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation or transferee shall
provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section
4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness of any provisions contained
in such agreement or such notice, including but not limited to any provisions relating either to the kind or amount of securities
or other property receivable upon exercise of warrants or with respect to the method employed and provided therein for any adjustments,
and shall be entitled to rely conclusively for all purposes upon the provisions contained in any such agreement. The provisions
of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances
of the kind described above.


  






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4.4.            Other
Events. If any event occurs of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided for
by such provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock
rights or other rights with equity features to all holders of Common Stock for no consideration), then the Company's Board of Directors
will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate
such additional consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder.
No adjustment to the Exercise Price will be made pursuant to more than one sub-section of this Section 4 in connection with a single
issuance.


 


4.5.            Notices
of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of
a Warrant, the Company shall give prompt written notice thereof to the Warrant Agent, which notice shall state the Exercise Price
resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written
notice to each Holder, at the last address set forth for such holder in the Warrant Register, as of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
The Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice
or instructions provided by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon
exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted
to be taken by it in accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant
Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof
from the Company.


 


5.            Restrictive
Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or
delivery of a Warrant Certificate for a fraction of a Warrant.


  


6.            Other
Provisions Relating to Rights of Holders of Warrants.


 


6.1.            No
Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor
shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered
holder of Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.


 


6.2.            Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.


 






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7.            Concerning
the Warrant Agent and Other Matters.


 


7.1.           
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed
in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized
and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation
received in accordance with this Section 7.1.


 


7.2.           
(a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company
shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s
out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant
Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive
rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing
and use of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant
Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half
percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s
fees and any other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require
Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
under this Warrant Agreement or in the exercise of its rights.


 


7.3.           
As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set
forth herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making
no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any
Warrant Shares; (c) shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take
any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or
liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e)
may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion,
notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed
by it to be genuine and to have been signed by the proper party or parties; (f) shall not be liable or responsible for any recital
or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible
for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Warrants, including
without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected in
acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as
Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and
is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company
or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s
duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications
by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action
proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall
be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the
Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which
date shall not be less than five business days after the date such application is sent to the Company, unless the Company shall
have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written
instructions in response to such application specifying the action to be taken or omitted; (i) may consult with counsel satisfactory
to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice
of such counsel; (j) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees,
or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent,
designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and
shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder
to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof.


  






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7.4.           
(a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for
any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this
Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable
for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited
to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the
form of action. Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder.
The Warrant Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond
its reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work
stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware
or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes,
floods, acts of God or similar occurrences. (b) In the event any question or dispute arises with respect to the proper interpretation
of the Warrants or the Warrant Agent’s duties under this Warrant Agreement or the rights of the Company or of any Holder,
the Warrant Agent shall not be required to act and shall not be held liable or responsible for its refusal to act until the question
or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader or for a declaratory judgment for
such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons interested in the matter
which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Warrant
Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose, but shall
not be obligated to require, the execution of such written settlement by all the Holders and all other persons that may have an
interest in the settlement.


  


7.5.           
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense
(“Loss”) arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement,
including the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court of
competent jurisdiction to be a result of the Warrant Agent’s gross negligence or willful misconduct.


 


7.6.           
Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date
and the date on which no Warrants remain outstanding (the “Termination Date”). On the business day following
the Termination Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant
Agreement. The Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 8
shall survive the termination of this Warrant Agreement.


 


7.7.           
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement
shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties
to it to the full extent permitted by applicable law.


 


7.8.           
The Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of
incorporation; (b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated
thereby (including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a
breach of or constitute a default under the articles of association, bylaws or any similar document of the Company or any indenture,
agreement or instrument to which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable obligation of the Company; (d) the Warrants will comply in
all material respects with all applicable requirements of law; and (e) to the best of its knowledge, there is no litigation pending
or threatened as of the date hereof in connection with the offering of the Warrants.


 


7.9.          In
the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from
time to time be amended, the terms of this Warrant Agreement shall control.


 


7.10.       
Set forth in Exhibit C hereto is a list of the names and specimen signatures of the persons authorized to act
for the Company under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time
to time, certify to you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 






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7.11.       
Except as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement
shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath
its signature to this Agreement, or, if to the Warrant Agent, to VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598,
or to such other address of which a party hereto has notified the other party.


 


7.12.       
(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions
and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located
within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such
courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed
to the Company at its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial
by jury in any action or proceeding arising out of or relating to this Warrant Agreement. (b) This Warrant Agreement shall inure
to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned,
or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the
other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation
of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets
or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of this Warrant
Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by
both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder
for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties determine, in good faith, shall not adversely affect the interest of the Holders.  All
other amendments and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding
Warrants, provided that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without the consent
of the Holders.


  


7.13.       Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require
the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering
any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance
shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established
to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid. 


 


7.14.       Resignation
of Warrant Agent.


 


7.14.1.  Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such
shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor
Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such
shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to
act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment
of a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the
Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but
not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing
under the laws of any state of the United States of America, in good standing, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent
with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing and
delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations,
responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement
and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any
reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver,
at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights
of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge,
and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant
Agent all such authority, powers, rights, immunities, duties, and obligations.


 






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7.14.2.  Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.14.3.  Merger
or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may
be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party
or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor
Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person”
shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other
entity, and shall include any successor (by merger or otherwise) thereof or thereto.


 


8.            Miscellaneous
Provisions.


 


8.1.         Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof.


 


8.2.         Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the
Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require
any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3.         Counterparts.
This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


8.4.         Effect
of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


9.             Certain
Definitions. As used herein, the following terms shall have the following meanings:


 


(a) “Adjustment Right” means
any right granted with respect to any securities issued in connection with, or with respect to, any issuance, sale or delivery
(or deemed issuance, sale or delivery in accordance with Section 4) of Common Stock (other than rights of the type described in
Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration received by the Company in connection with,
or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar
rights) but excluding anti-dilution and other similar rights (including pursuant to Section 4.4 of this Agreement).


 


(b) “Trading Day” means
any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal trading market
for the Common Stock, then on the principal securities exchange or securities market in the United States on which the the Common
Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is are scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00 P.M., Eastern Standard Time).


 






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(c) “Trading Market” means
NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange. 


 


(d) “VWAP” means, for any
date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted
on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if
the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported
in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the 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 Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be
paid by the Company


 


[Signature Page to Follow]


 


 


 



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IN WITNESS WHEREOF, this Warrant Agent Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	 	ADITX THERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	VSTOCK TRANSFER, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






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EXHIBIT A


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]


 


ADITX THERAPEUTICS, INC.

WARRANT CERTIFICATE

NOT EXERCISABLE AFTER ____________________


 


This certifies that the
person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth
below. Each Warrant entitles its registered holder to purchase from ADITX THERAPEUTICS, INC., a company incorporated under the
laws of the State of Delaware (the “Company”), at any time prior to 5:00 P.M. (Eastern Standard Time) on [__],
2025, one share of common stock, par value $0.001 per share, of the Company (each, a “Warrant Share” and collectively,
the “Warrant Shares”), at an exercise price of $6.875 per share, subject to possible adjustments as provided
in the Warrant Agreement (as defined below).


 


This Warrant Certificate,
with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for
another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant
Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant
Agent may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States
of America.


 


The terms and conditions
of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement
dated as of [__], 2020 (the “Warrant Agreement”) between the Company and VStock Transfer, LLC (the “Warrant
Agent”). A copy of the Warrant Agreement is available for inspection during business hours at the office of the Warrant
Agent.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant
Agent.


 


WITNESS the facsimile signature
of a proper officer of the Company.


 


	 	ADITX THERAPEUTICS, INC.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


  


Dated: _______________


 


Countersigned:


 


	VSTOCK TRANSFER, LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


  


PLEASE DETACH HERE


 


 


Certificate No.:_________ Number of Warrants:__________


 


WARRANT CUSIP NO.: ___________


  






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EXHIBIT B


 


[Form of Election to Purchase]


 


(To Be Executed Upon Exercise Of Warrants not
evidenced by a Global Certificate)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by Warrants evidenced by this Warrant Certificate, to receive ____________
Warrant Shares and herewith (i) tenders payment for such Warrant Shares to the order of ADITX THERAPEUTICS, INC., a Delaware corporation,
in the amount of $ _________ in accordance with the terms hereof, or (ii) if permitted, makes the payment by the cancellation of
such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3.3.7(b), to exercise this
Warrant with respect to the above number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in
subsection 3.3.7(b).


 


The undersigned requests
that a certificate for such Warrant Shares be registered in the name of ___________________________, whose address is _____________________________
and that such certificate be delivered to _______________________________, whose address is _____________________________________.
If the number of Warrants being exercised hereby is less than all the Warrants evidenced by this Warrant Certificate, the undersigned
requests that a new Warrant Certificate representing the remaining unexercised Warrants be registered in the name of ___________________________,
whose address is _____________________________ and that such Warrant Certificate be delivered to ______________________________________
whose address is _________________________________. 


 


	 	Signature,
	 	 	 
	Date:	 	 
	 	 	 
	 	[Signature Guarantee]


 






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EXHIBIT C


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	Amro Albanna	 	Chief Executive Officer	 	 


 






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