Exhibit 10.32


 


 


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


 


COMMON STOCK PURCHASE WARRANT


IIOT-OXYS, INC.


 


	Warrant Shares: 156,250	Original Issue Date: October 16, 2019


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received Vidhyadhar Mitta, or
his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth and in the Securities Purchase Agreement between the Company and the Holder (the “Purchase Agreement”),
at any time on or after the Original Issue Date and on or prior to the close of business on the fifth anniversary of the Original
Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from IIOT-OXYS, INC, a
Nevada corporation (the “Company”), up to 156,250 Common Shares (as subject to adjustment hereunder, the “Warrant
Shares”); provided, however, the number of Warrant Shares exercisable pursuant to this Warrant shall increase from 50%
to 100% in the Event of Default (as defined in the Note) has occurred and has not been cured. The purchase price of one (1) Common
Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section 1.          Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Secured Convertible Note (the
“Note”), dated July 29, 2019, issued by the Company to the Holder pursuant to the Purchase Agreement.


 


Section 2.          Exercise.


 


a)            Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may
be made, in whole or in part, at any time or times on or after the Original Issue Date and on or before the Termination Date by
delivery to the Company (or such other office or agency of the Company as the Company may designate by notice in writing to the
registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the
Notice of Exercise form annexed hereto and within three (3) Trading Days of the date said Notice of Exercise is delivered to the
Company, the Company shall have received payment of the aggregate Exercise Price of the Common Shares thereby purchased by wire
transfer to an account designated by the Company or cashier’s check drawn on a United States bank or, if available, pursuant
to the cashless exercise procedure specified in Section 2(c) below. If the amount of payment received by the Company is less than
the aggregate Exercise Price of the Common Shares being purchased, the Holder shall make payment of the deficiency within three
(3) Trading Days following notice thereof. Notwithstanding anything herein to the contrary, the Holder shall not be required to
physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and
the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation
within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall automatically reduce 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 Notice of Exercise Form within two (2) Business Days of receipt of such notice. The Holder and
any assignee, by acceptance of this 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 hereof.


 


b)           Exercise
Price. The exercise price per Common Share under this Warrant shall be $0.12 (the “Exercise Price”).


 


 


 






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c)            Cashless
Exercise. In connection with a Cashless Exercise, this Warrant shall represent the right to subscribe for and acquire the
number of Warrant Shares equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exercise (the “Total
Number”) less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total
Number and the applicable existing Exercise Price by (B) the Fair Market Value. “Fair Market Value” shall mean:
(1) if the Warrant Shares are listed on the NYSE MKT (formerly NYSE AMEX), the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Markets (or any successors to any of the foregoing), the
last reported sale price of the Warrant Shares on such exchange or Nasdaq on the date for which the determination is being made;
or (2) if the Warrant Shares are not so listed, “Fair Market Value” shall be determined in good faith by the
Board of Directors of the Company.


 


d)           Mechanics of Exercise.


 


i.              Delivery
of Certificates Upon Exercise. When Holder exercises this Warrant, certificates for Common Shares purchased hereunder shall
be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by the Holder and such Warrant Shares have been sold or (B) the Common Shares are eligible for resale
by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address
specified by the Holder in the Notice of Exercise by the date that is five (5) Trading Days after the latest of (A) the delivery
to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise
Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”).
The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised in
accordance with the requirements of the preceding sentence and with payment to the Company of the Exercise Price (or by cashless
exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance
of such Common Shares, having been paid.


 


ii.             Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii.             Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing
the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind
such exercise.


 


iv.            Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise at IPO. In addition to any other rights available to the
Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing
the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is
required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, Common Shares 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 Common Shares 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 Common Shares that would have been issued had the Company timely complied with its exercise and delivery
obligations hereunder subject to payment of the Exercise Price therefor. For example, if the Holder purchases Common Shares having
a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale
price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall
be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


 


 






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v.             No
Fractional Common Shares. No fractional Common Shares shall be issued upon the exercise of this Warrant. As to any fraction
of a Common Share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise
Price or round to the nearest whole Common Share.


 


Section 3.          Certain
Adjustments.


 


a)            Issuance of Additional Common Shares.


 


i.              In the event the Company shall issue any Additional Common Shares (as defined below), at a
price per share less than the Exercise Price then in effect or without consideration, then the Exercise Price upon each such issuance
shall be adjusted to that price determined by multiplying the Exercise Price then in effect by a fraction:


 


(A)                
the numerator of which shall be equal to the sum of (x) the number of outstanding Common Shares
(assuming full exercise, conversion or exchange of all warrants and other securities which are convertible into or exercisable
or exchangeable for, and any right to subscribe for, Common Shares) immediately prior to the issuance of such Additional Common
Shares plus (y) the number of Common Shares (rounded to the nearest whole Common Share) which the aggregate consideration for the
total number of such Additional Common Shares so issued would purchase at a price per share equal to the Exercise Price then in
effect, and


 


(B)                 
the denominator of which shall be equal to the number of outstanding Common Shares (assuming
full exercise, conversion or exchange of all warrants and other securities which are convertible into or exercisable or exchangeable
for, and any right to subscribe for, Common Shares) immediately after the issuance of such Additional Common Shares.


 


ii.             “Additional Common Shares” means all Common Shares issued by the Company
after the date hereof, except: (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation,
(ii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on
or prior to the date of the Purchase Agreement or issued pursuant to the Purchase Agreement (so long as the conversion or exercise
price in such securities are not amended to lower such price and/or adversely affect the Holders), (iii) the Warrant Shares, (iv)
securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances
are not for the purpose of raising capital, (v) Common Shares issued to the Company’s employees, directors or advisors, and
(vi) any warrants issued to any placement agent and its designees for the transactions contemplated by the Purchase Agreement.


 


b)           Calculations. All calculations under this Section 3 shall be made to the nearest cent
or the nearest 1/100th of a Common Share, as the case may be. For purposes of this Section 3, the number of Common Shares deemed
to be issued and outstanding as of a given date shall be the sum of the number of Common Shares issued and outstanding.


 


c)            Notice
to Holder.


 


i.              Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any
provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such
adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring
such adjustment.


 


 


 






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ii.              Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend on
the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Shares,
(C) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase
any Common Shares of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection
with any reclassification of the Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Shares are converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last
address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Shares of record
to be entitled to such dividend, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or Common Share exchange is expected to become effective or close, and the date as of which
it is expected that holders of the Common Shares of record shall be entitled to exchange their Common Shares for securities, cash
or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or Common Share exchange; provided
that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material,
non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously publicly disclose such
notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the
effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


d)           Voluntary Adjustment By Company. The Company may at any time during the term of this
Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors
of the Company.


 


Section 4.            Transfer
of Warrant.


 


a)            Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and
all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer, but only after such transferee agrees to be bound by the provisions of
this Agreement. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder
for the purchase of Warrant Shares without having a new Warrant issued.


 


b)            New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed
by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Original
Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)            Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 


 


 






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d)            Transfer Restrictions. The Warrant may only be disposed of in compliance with state
and federal securities laws and shall not transferred unless the Warrant is (i) registered pursuant to an effective registration
statement under the Securities Act and under applicable state securities or blue-sky laws or (ii) eligible for resale without volume
or manner-of-sale restrictions or current public information requirements pursuant to Rule 144.


 


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


 


Section 5.            Miscellaneous.


 


a)            No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i),
except as expressly set forth in Section 3.


 


b)           Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation
of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


c)            Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then, such action may be taken, or such right may be exercised on the next succeeding
Business Day.


 


d)           Authorized
Common Shares. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may
be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise
of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and
payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free
from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).


 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its Certificate of Incorporation or Bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and
(ii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body having jurisdiction thereof.


 


e)            Jurisdiction. All questions concerning the construction, validity, enforcement and
interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws
of the State of Nevada, without regard to the principles of conflicts of law thereof.


 


 


 






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f)             Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities laws.


 


g)            Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any
right hereunder on the part of Holder or Company shall operate as a waiver of such right or otherwise prejudice the Holder’s
or Company’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination
Date. If either party willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the other, the first party shall pay to the other party such amounts as shall be sufficient to cover any costs and expenses
including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the affected
party in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h)            Notices. Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission,
if such notice or communication is delivered via email or facsimile at the email address or facsimile number set forth on the signature
pages attached to the Purchase Agreement at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day
after the date of email or facsimile transmission, if such notice or communication is delivered via email or facsimile at the email
address or facsimile number set forth on the signature pages attached to the Purchase Agreement on a day that is not a Trading
Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,
if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be as set forth on the signature page attached to the
Purchase Agreement.


 


i)             Limitation of Liability. No provision hereof, in the absence of any affirmative action
by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the
Holder, shall give rise to any liability of the Holder for the purchase price of any Common Shares or as a shareholder of the Company,
whether such liability is asserted by the Company or by creditors of the Company.


 


j)             Remedies. The Holder, in addition to being entitled to exercise all rights granted
by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of
this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law
would be adequate.


 


k)           Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of Warrant Shares.


 


l)             Amendment.
This Warrant may be modified or amended, or the provisions hereof waived in accordance with the Purchase Agreement.


 


m)           Severability. Wherever possible, each provision of this Warrant shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating
the remainder of such provisions or the remaining provisions of this Warrant.


 


n)            Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


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


 


 


IIOT-OXYS, INC.


 


 


 


/s/ Cliff L. Emmons


By:
Name: Cliff L. Emmons


Title:
Chief Executive Officer


 


 






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NOTICE OF EXERCISE


 


TO:          IIOT-OXYS,
INC.


 


(1)        
The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.


 


(2)        
Payment shall take the form of (check applicable box): [ ] lawful money of the United States; or [ ] if permitted the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth
in subsection 2(c).


 


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


 


____________________


 


____________________


 


____________________


 


 


 


(3)        
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated
under the Securities Act of 1933, as amended, and that the aforesaid Common Shares are being acquired for the account of the undersigned
for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has
no present intention of distributing or reselling such Common Shares.


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: _____________________________


 


Signature of Authorized Signatory of Investing
Entity: __________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 


Date: ______________________


 


 






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ASSIGNMENT FORM


 


(To
assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [____________]
all of or [_______] Common Shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to whose address
is _____.


 


 


Dated:
______________, _____


 


 


Holder’s Signature: _________________________


 


Holder’s Address: _________________________


 


 


 


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


 


 


 


 






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