Exhibit 10.3


 





	 

         
	WARRANT	 
	NO.
    ___	 	________
    Shares
	 

         
	 	 


WARRANT
TO PURCHASE COMMON STOCK


VOID
AFTER 5:30 P.M., EASTERN 


TIME,
ON THE EXPIRATION DATE


THE
SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY
SUCH SECURITIES.


FOR
VALUE RECEIVED, _______, a _____ corporation (the “Company”), hereby agrees to sell upon the terms and on the
conditions hereinafter set forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter defined) to
________________ or registered assigns (the “Holder”), under the terms as hereinafter set forth, __________________
(_____________) fully paid and non-assessable shares of the Company’s common stock (the “Common Stock”),
par value $0.0001 per share (the “Warrant Stock”), at a purchase price of $0.30 per share (the “Warrant
Price”), pursuant to this warrant (this “Warrant”). The number of shares of Warrant Stock to be so
issued and the Warrant Price are subject to adjustment in certain events as hereinafter set forth. The term “Common Stock”
shall mean, when used herein, unless the context otherwise requires, the stock and other securities and property at the time receivable
upon the exercise of this Warrant. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in
that certain Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, entered into
by the Company, the Holder and the other signatories thereto.


1.                 
Exercise of Warrant.


a.                  
The Holder may exercise this Warrant according to its terms by surrendering this Warrant to the Company at the address
set forth in Section 10, the Notice of Exercise attached hereto having then been duly executed by the Holder, accompanied by cash,
certified check or bank draft in payment of the purchase price, in lawful money of the United States of America, for the number
of shares of the Warrant Stock specified in the Notice of Exercise, or as otherwise provided in this Warrant, prior to 5:30 p.m.,
Eastern Time, on __________________, 20__ (the “Expiration Date”).


This
Warrant may be exercised in whole or in part so long as any exercise in part hereof would not involve the issuance of fractional
shares of Warrant Stock. If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form, in the
name of the Holder, evidencing the right to purchase the number of shares of Warrant Stock as to which this Warrant has not been
exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or President and the Secretary or Assistant
Secretary of the Company. The term Warrant as used herein shall include any subsequent Warrant issued as provided herein.



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b.                 
No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company
shall pay cash in lieu of fractions with respect to the Warrants based upon the fair market value of such fractional shares of
Common Stock (which shall be the closing price of such shares on the exchange or market on which the Common Stock is then traded)
at the time of exercise of this Warrant.


c.                  
In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Stock
so purchased, registered in the name of the Holder, shall be delivered to the Holder within three (3) trading days after such
rights shall have been so exercised (the “Warrant Stock Delivery Date”). The person or entity in whose name
any certificate for the Warrant Stock is issued upon exercise of the rights represented by this Warrant shall for all purposes
be deemed to have become the holder of record of such shares immediately prior to the close of business on the date on which the
Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery
of such certificate, except that, if the date of such surrender and payment 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 opening of business on the next succeeding
date on which the stock transfer books are open. The Company shall pay any and all documentary stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant.


d.                 
In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to
the Holder a certificate or the certificates representing the Warrant Stock pursuant to an exercise on or prior to the Warrant
Stock Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or
otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Warrant Stock 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 shares of Warrant Stock 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 shares of Warrant Stock for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common
Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example,
if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise
of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of
the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof


2.                 
Disposition of Warrant Stock and Warrant.


a.                  
The Holder hereby acknowledges that this Warrant and any Warrant Stock purchased pursuant hereto are, as of the date hereof,
not registered: (i) under the Securities Act of 1933, as amended (the “Securities Act”), on the ground that the issuance
of this Warrant is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering or (ii)
under any applicable state securities law because the issuance of this Warrant does not involve any public offering; and that
the Company’s reliance on the Section 4(2) exemption of the Act, as the case may be, and under applicable state securities
laws is predicated in part on the representations hereby made to the Company by the Holder that it is acquiring this Warrant and
will acquire the Warrant Stock for investment for its own account, with no present intention of dividing its participation with
others or reselling or otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition
of its property shall at all times be within its control.



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The
Holder hereby agrees that it will not sell or transfer all or any part of this Warrant and/or Warrant Stock unless and until it
shall first have given notice to the Company describing such sale or transfer and furnished to the Company either (i) an opinion,
reasonably satisfactory to counsel for the Company, of counsel (skilled in securities matters, selected by the Holder) to the
effect that the proposed sale or transfer may be made without registration under the Act and without registration or qualification
under any state law, or (ii) an interpretative letter from the Securities and Exchange Commission to the effect that no enforcement
action will be recommended if the proposed sale or transfer is made without registration under the Act.


b.                 
If, at the time of issuance of the shares issuable upon exercise of this Warrant, no registration statement is in effect
with respect to such shares under applicable provisions of the Act, the Company may at its election require that the Holder provide
the Company with written reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the
Holder of a surrendered Warrant shall bear legends reading substantially as follows:


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


In
addition, so long as the foregoing legend may remain on any stock certificate delivered to the Holder, the Company may maintain
appropriate “stop transfer” orders with respect to such certificates and the shares represented thereby on its books
and records and with those to whom it may delegate registrar and transfer functions.


3.                 
Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance upon the
exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant.
The Company further agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will
be duly authorized and will, upon issuance and against payment of the exercise price, be validly issued, fully paid and non-assessable,
free from all taxes, liens, charges and preemptive rights with respect to the issuance thereof, other than taxes, if any, in respect
of any transfer occurring contemporaneously with such issuance and other than transfer restrictions imposed by federal and state
securities laws.


4.                 
Exchange, Transfer or Assignment of Warrant. This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other
Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares
of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent,
if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this
Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon
presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written
notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.



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5.                 
Capital Adjustments. This Warrant is subject to the following further provisions:


a.                  
Share Issuance. For so long as any Warrants remain outstanding, other than in connection with (i) full or partial
consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities
or assets of a corporation or other entity which holders of such securities or debt are not at any time granted registration rights
equal to or greater than those granted to the Holder, (ii) the Company’s issuance of securities in connection with strategic
license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital
and which holders of such securities or debt are not at any time granted registration rights equal to or greater than those granted
to the Holder, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock
to employees, directors, and consultants, pursuant to plans that have been approved by a majority of the stockholders and a majority
of the independent members of the board of directors of the Company or in existence as such plans are constituted on the date
of this Agreement, (iv) securities issued upon the exercise or exchange of or conversion of any securities exercisable or exchangeable
for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant on the terms in effect on the
Final Closing Date, (v) as a result of the exercise of Warrants or conversion of the Series A Preferred Stock issued pursuant
to the Subscription Agreement, (vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase
Common Stock to consultants and service providers with Subscriber Consent (as defined in the Subscription Agreement), and (vii)
any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if
issued by a predecessor acquired in connection with a business combination, merger or share exchange (collectively, the foregoing
(i) through (vii) are “Excepted Issuances”), if the Company shall issue any Common Stock except for the Excepted
Issuances prior to the complete exercise of this Warrant, for a consideration less than the Warrant Price that would be in effect
at the time of such issuance, then, and thereafter successively upon each such issuance, the Warrant Price shall be reduced to
such other lower price for then outstanding Warrants. For purposes of this adjustment, any agreement entered for or the issuance
of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock
or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Warrant Price upon the issuance
of the above-described security, debt instrument, warrant, right, or option if such issuance is at a price lower than the Warrant
Price in effect upon such issuance and again at any time upon any actual, permitted, optional, or allowed issuances of shares
of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance
is at a price lower than the Warrant Price in effect upon any actual, permitted, optional, or allowed such issuance. Common Stock
issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.0001 per share of
Common Stock. 


b.                 
Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired
shall subdivide or combine its Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and
the Warrant Price shall be proportionately adjusted.


c.                  
Stock Dividends and Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall
issue or pay the holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling
them to receive, a dividend payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be adjusted in
accordance with Section 5(f) and (ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be
adjusted to the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant
been exercised immediately prior thereto.


d.                 
Stock and Rights Offering to Shareholders. If the Company shall at any time after the date of issuance of this Warrant
distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences
of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or
prior year’s earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding
those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the
“Securities”), then in each such case, the Company shall reserve shares or other units of such Securities for distribution
to the Holder upon exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled,
such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the
Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant.



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e.                  
Intentionally Omitted.


f.                  
Warrant Price Adjustment. Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable
upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall
be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the
numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior
to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise
of this Warrant immediately thereafter.


g.                 
Certain Shares Excluded. The number of shares of Common Stock outstanding at any given time for purposes of the
adjustments set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company.


h.                 
Deferral and Cumulation of De Minimis Adjustments. The Company shall not be required to make any adjustment pursuant
to this Section 5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately
before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise
have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with
any adjustment or adjustments so carried forward, shall amount to not less than one (1%) percent of the Warrant Price in effect
immediately before the event giving rise to such next subsequent adjustment.


i.                   
Duration of Adjustment. Following each computation or readjustment as provided in this Section 5, the new adjusted
Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further
computation or readjustment thereof is required. 


6.                 
Limitation on Exercises. 


(a)
Notwithstanding anything to the contrary set forth in this Warrant, at no time may all or a portion of the Warrant be exercised
if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares
of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially
owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time; provided, however,
that upon the Holder providing the Corporation with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”)
that the Holder would like to waive this Section 6 (a) with regard to any or all shares of Common Stock issuable upon exercise
of this Warrant, this Section 6 (a) will be of no force or effect with regard to all or a portion of this Warrant referenced in
the 4.99% Waiver Notice.



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(b)                
Notwithstanding anything to the contrary set forth in this Warrant, at no time may all or a portion of this Warrant be
exercised if the number of shares of Common Stock to be issued pursuant to such exercise, when aggregated with all other shares
of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance
with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares
of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the
9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”).



(c)                
By written notice to the Company, the Holder may from time to time decrease the Maximum Percentage to any other percentage
specified in such notice


(d)                
For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the
number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q, Current Report
on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any
reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) business day confirm orally
and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 6 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.


7.                 
Notice to Holders.


a.                  
Notice of Record Date. In case:


(i)                
the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable
upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend payable
out of earned surplus of the Company) or other distribution, or any right to subscribe for or purchase any shares of stock of
any class or any other securities, or to receive any other right;


(ii)              
of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation
with or merger of the Company into another corporation, or any conveyance of all or substantially all of the assets of the Company
to another corporation; or


(iii)            
of any voluntary dissolution, liquidation or winding-up of the Company;


then,
and in each such case, the Company will mail or cause to be mailed to the Holder hereof at the time outstanding a notice specifying,
as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities at the time receivable upon the exercise of
this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or
other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution or winding-up.
Such notice shall be mailed at least thirty (30) days prior to the record date therein specified, or if no record date shall have
been specified therein, at least thirty (30) days prior to such specified date, provided, however, failure to provide any such
notice shall not affect the validity of such transaction.



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b.                 
Certificate of Adjustment. Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company shall
promptly make a certificate signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer
or Treasurer, setting forth in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method
by which such adjustment was calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise
of this Warrant after giving effect to such adjustment, and shall promptly cause copies of such certificates to be mailed (by
first class mail, postage prepaid) to the Holder of this Warrant.


8.                 
Loss, Theft, Destruction or Mutilation. Upon receipt by the Company of evidence satisfactory to it, in the exercise
of its reasonable discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender
and cancellation thereof, the Company will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of
like tenor dated the date hereof.


9.                 
Warrant Holder Not a Stockholder. The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant
to any rights whatsoever as a stockholder of the Company.


10.             
Notices. Any notice required or contemplated by this Warrant shall be deemed to have been duly given if transmitted
by registered or certified mail, return receipt requested, or nationally recognized overnight delivery service, to the
Company at its principal executive offices located at ______, Attn: Chief Executive Officer,
or to the Holder at the name and address set forth in the Warrant Register maintained by the Company.


11.             
Choice of Law. THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


12.             
Jurisdiction and Venue. The Company and Holder hereby agree that any dispute which may arise between them arising
out of or in connection with this Warrant shall be adjudicated before a court located in New York County, New York and they hereby
submit to the exclusive jurisdiction of the federal and state courts of the State of York located in New York County with respect
to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting
the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Warrant or any acts or omissions relating to the sale of the securities hereunder, and consent
to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested,
in care of the address set forth herein or such other address as either party shall furnish in writing to the other.


13.             
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent signed
by both (a) the Company and (b) holders of Warrants representing a majority of the Warrant Stock then outstanding and not exercised



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IN
WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in its corporate name and by its duly authorized
officers, as of this __ day of _____________________, 2013.





By:_______________________________


Name:


Title: 






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NOTICE
OF EXERCISE


		TO:	



Tel:
(___) ___-____


Fax:
(___) ___-____


 


(1)              
The undersigned hereby elects to purchase ______________ shares of Warrant Stock of the Company pursuant to the terms of
the attached Warrant to Purchase Common Stock, 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: 


£in
lawful money of the United States


 


Please
issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other
name as is specified below:


 





The
shares of Warrant Stock shall be delivered to the following DWAC Account Number, if permitted, 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.



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[SIGNATURE
OF HOLDER]


Name of Investing Entity:


 


Signature of Authorized Signatory
of Investing Entity:


 


Name and 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 _________ shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


________________________________whose
address is


_____________________________________________


_____________________________________________


Dated:
 _________,         


Holder’s Name:


 





Holder’s Signature:


 


Name and Title of Signatory:


 


Holder’s Address:


 


Signature Guaranteed:


 


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




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