Exhibit 4.3


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.


 


	WARRANT NO. [●]	NUMBER OF SHARES: [●]




DATE OF ISSUANCE: [●]


EXPIRATION DATE: [●]


 


FORM OF WARRANT TO PURCHASE SHARES


OF COMMON STOCK OF


 


SMARTKEM, INC.


 


This Warrant is issued
to [●], or its registered assigns (including any successors or assigns, the “Warrantholder”), by SmartKem,
Inc. (f/k/a ______________), a Delaware corporation (the “Company”).


 


1.           EXERCISE
OF WARRANT.


 


(a)          Number
and Exercise Price of Warrant Shares; Expiration Date. Subject to the terms and conditions set forth herein at any time beginning
on or after the date hereof (the “Initial Exercise Date”) and ending on or before 5:00 p.m. New York City time
on the fifth anniversary of the Initial Exercise Date (the “Expiration Date”), the Warrantholder is entitled
to purchase from the Company up to [●] shares of the Company’s Common Stock, $0.0001 par value per share (the “Common
Stock”) (as adjusted from time to time pursuant to the provisions of this Warrant) (the “Warrant Shares”),
at a purchase price of $2.00 per share (the “Exercise Price”) (subject to earlier termination of this Warrant
as set forth herein).


 


(b)         Method
of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 1(a) above, the Warrantholder
may exercise this Warrant in accordance with Section 5 herein, by either:


 


(1)            
wire transfer to the Company or cashier’s check drawn on a United States bank made payable to the order of the Company,
or


 


(2)            
exercising of the right to credit the Exercise Price against the Fair Market Value of the Warrant Shares (as defined below)
at the time of exercise (the “Net Exercise”) pursuant to Section 1(c).


 


Notwithstanding anything
herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Company until the
Warrantholder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which
case, the Warrantholder 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 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 Warrantholder and the
Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.


 






    	 	 



     


    

 


(c)           Net
Exercise. If the Company shall receive written notice from the Warrantholder at the time of exercise of this Warrant that
the holder elects to Net Exercise the Warrant, the Company shall deliver to such Warrantholder (without payment by the Warrantholder
of any exercise price in cash) that number of Warrant Shares computed using the following formula:


 


X =       Y
(A - B)


A


 


Where


 


		X =	The number of Warrant Shares to be issued to the Warrantholder.



 


		Y =	The number of Warrant Shares purchasable under this Warrant or,
                                         if only a portion of this Warrant is being exercised, the number of Warrant Shares for
                                         which this Warrant is being exercised.



 


		A =	The Fair Market Value of one (1) share of Common Stock on the
                                         trading date immediately preceding the date on which Warrantholder elects to exercise
                                         this Warrant.



 


		B =	The Exercise Price (as adjusted hereunder).



 


The “Fair
Market Value” of one share of Common Stock shall mean (x) the last reported sale price and, if there are no sales, the
last reported bid price, of the Common Stock on the business day prior to the date of exercise on the Trading Market on which
the Common Stock is then listed or quoted as reported by Bloomberg Financial Markets (or a comparable reporting service of national
reputation selected by the Company and reasonably acceptable to the holder if Bloomberg Financial Markets is not then reporting
sales prices of the Common Stock) (collectively, “Bloomberg”), (y) if the foregoing does not apply, the last
sales price of the Common Stock in the over-the-counter market on the pink sheets or bulletin board for such security as reported
by Bloomberg, and, if there are no sales, the last reported bid price of the Common Stock as reported by Bloomberg or, (z) if
fair market value cannot be calculated as of such date on either of the foregoing bases, the price determined in good faith by
the Company’s Board of Directors.


 


“OTC Markets”
shall mean either OTC QX or OTC QB of the OTC Markets Group, Inc.


 


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


 






    	 	- 2 -	 



     


    

 


2.           CERTAIN
ADJUSTMENTS.


 


(a)           Adjustment
of Number of Warrant Shares and Exercise Price. The number and kind of Warrant Shares purchasable upon exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(1)              
Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the Date of Issuance but
prior to the Expiration Date subdivide its shares of capital stock of the same class as the Warrant Shares, by split-up or otherwise,
or combine such shares of capital stock, or issue additional shares of capital stock as a dividend with respect to any shares
of such capital stock, or effect any forward stock split or reverse stock split of its capital stock of the same class as the
Warrant Shares, the number of Warrant Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased
in the case of a subdivision, stock dividend or forward stock split, or proportionately decreased in the case of a reverse stock
split or other combination. Appropriate adjustments shall also be made to the Exercise Price payable per share, but the aggregate
Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same.
Any adjustment under this Section 2(a)(1) shall become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the
making of such dividend.


 


(2)              
Reclassification, Reorganizations and Consolidation. In case of any reclassification, capital reorganization or
change in the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for
in Section 2(a)(1) above) that occurs after the Date of Issuance (whether prior to, on or subsequent to the Initial Exercise
Date), then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed
documents evidencing the same from the Company or its successor shall be delivered to the Warrantholder, so that the Warrantholder
shall thereafter have the right at any time prior to the Expiration Date to purchase, at a total price equal to that payable upon
the exercise of this Warrant, the kind and amount of shares of stock and/or other securities or property (including, if applicable,
cash) receivable in connection with such reclassification, reorganization or change by a holder of the same number and type of
securities as were purchasable as Warrant Shares by the Warrantholders immediately prior to such reclassification, reorganization
or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Warrantholder
so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities or property
deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price payable hereunder, provided
the aggregate Exercise Price shall remain the same (and, for the avoidance of doubt, this Warrant shall be exclusively exercisable
for such shares of stock and/or other securities or property from and after the consummation of such reclassification or other
change in the capital stock of the Company).


 


(b)          Notice
to Warrantholder. If, while this Warrant is outstanding (whether prior to, on or subsequent to the Initial Exercise Date),
the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock,
including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company
or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any
Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company,
then the Company shall deliver to the Warrantholder a notice of such transaction at least ten (10) business days prior to the
applicable record or effective date on which a person would need to hold Common Stock in order to participate in or vote with
respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect
the validity of the corporate action required to be described in such notice.


 






    	 	- 3 -	 



     


    

 


(c)         Calculations.
All calculations under this Section 2 shall be made to the nearest cent or the nearest whole share, as the case may be.
For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a given
date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


(d)          Treatment
of Warrant upon a Fundamental Transaction.


 


(1)              
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another person, (ii) 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, (iii) 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, (iv) 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, (v) 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 or group of persons whereby such other person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person
or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Warrantholder 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, at the option of the Warrantholder, the
number, class, and series of shares of stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such Fundamental Transaction.  For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in
respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in
a Fundamental Transaction, then the Warrantholder shall be given the same choice as to the Alternate Consideration it receives
upon any exercise of this 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”) to assume in writing
all of the obligations of the Company under this Warrant and the other transaction documents in accordance with the provisions
of this Section 2(d)(1) pursuant to written agreements in form and substance reasonably satisfactory to the Warrantholder
and approved by the Warrantholder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option
of the Warrantholder, deliver to the Warrantholder in exchange for this Warrant a security of the Successor Entity evidenced by
a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number
of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Warrantholder. 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 and the other transaction documents 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 and the other transaction documents with the same effect as if such Successor Entity had been named as the Company herein.


 






    	 	- 4 -	 



     


    

 


3.           NO
FRACTIONAL SHARES. No fractional Warrant Shares or scrip representing fractional shares will be issued upon exercise of this Warrant.
In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the Fair Market Value of one Warrant Share.


 


4.           NO
STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any portion of this Warrant, the Warrantholder shall not have, nor
exercise, any rights as a stockholder of the Company (including without limitation the right to notification of stockholder
meetings or the right to receive any notice or other communication concerning the business and affairs of the Company) except
as provided in Section 8 below.


 


5.             MECHANICS
OF EXERCISE.


 


(a)           Delivery
of Warrant Shares Upon Exercise. This Warrant may be exercised by the holder hereof, in whole or in part, by delivering to
the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Warrantholder
at the address of the Warrantholder appearing on the books of the Company) of a duly completed and executed copy of the Notice
of Exercise in the form attached hereto as Exhibit A by facsimile or e-mail attachment and paying the Exercise Price (unless
the Warrantholder has elected to Net Exercise) then in effect with respect to the number of Warrant Shares as to which the Warrant
is being exercised. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date
of the delivery to the Company of the Notice of Exercise as provided above, and the person entitled to receive the Warrant Shares
issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business
on such date. Warrant Shares purchased hereunder shall be transmitted by the Company’s 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 covering the resale of the Warrant Shares by the holder and the Warrantholder has certified to the Company that it has
sold or otherwise disposed of the Warrant Shares in accordance with the plan of distribution set forth in such registration statement
or (B) the shares are eligible for resale by the holder pursuant to Rule 144 and the Warrantholder has certified to the Company
that is has sold the Warrant Shares in accordance with the requirements of such Rule, and otherwise in book entry form or by physical
delivery to the address specified by the holder in the Notice of Exercise by the end of the day (such date, the “Warrant
Share Delivery Date”) on the date that is two (2) trading days from the delivery to the Company of the Notice of Exercise
and payment of the aggregate Exercise Price (unless exercised by means of a cashless exercise pursuant to Section 1(c)).
The Warrant Shares shall be deemed to have been issued, and the 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, with
payment to the Company of the Exercise Price (or by Net Exercise) and all taxes required to be paid by the holder, if any, prior
to the issuance of such shares, having been paid.


 






    	 	- 5 -	 



     


    

 


(b)           Rescission
Rights. If the Company fails to cause the transfer agent to transmit to the Warrantholder the Warrant Shares pursuant to Section
5(a) by the Warrant Share Delivery Date, then the Warrantholder will have the right to rescind such exercise.





 


6.           CERTIFICATE
OF ADJUSTMENT. Whenever the Exercise Price or number or type of securities issuable upon exercise of this Warrant is adjusted,
as herein provided, the Company shall, at its expense, promptly deliver to the Warrantholder a certificate of an officer of the
Company setting forth the nature of such adjustment and showing in detail the facts upon which such adjustment is based.


  


7.            COMPLIANCE
WITH SECURITIES LAWS.


 


(a)           The
Warrantholder understands that this Warrant and the Warrant Shares are characterized as “restricted securities” under
the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration under
the Securities Act only in certain limited circumstances. In this connection, the Warrantholder represents that it is familiar
with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by
the Securities Act. The Warrantholder represents, covenants and agrees that as of the date hereof, it is, and on each date on
which it exercises the Warrants it will be, an “accredited investor” as defined in Rule 501(a) under the Securities
Act.


 


(b)           Prior
and as a condition to the sale or transfer of the Warrant Shares issuable upon exercise of this Warrant, the Warrantholder shall
furnish to the Company such certificates, representations, agreements and other information, including an opinion of counsel,
as the Company or the Company’s transfer agent reasonably may require to confirm that such sale or transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, unless
such Warrant Shares are being sold or transferred pursuant to an effective registration statement and the Warrantholder has certified
to the Company that such sale or transfer has been made in accordance with the plan of distribution contained in such registration
statement.


 






    	 	- 6 -	 



     


    

 


(c)           The
Warrantholder acknowledges that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this
Warrant in order to comply with applicable securities laws, in substantially the following form and substance:


 


“THE SECURITIES REPRESENTED
BY THIS BOOK-ENTRY POSITION HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND
ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION
OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE
STATE SECURITIES LAWS OR (3) SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.”


 


8.           REPLACEMENT
OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


9.            NO
IMPAIRMENT. Except to the extent as may be waived by the holder of this Warrant, the Company will not, by amendment of its charter
or through a Fundamental Transaction, dissolution, sale of assets 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 action as may be necessary or appropriate in order to protect the rights of the Warrantholder
against impairment.


 






    	 	- 7 -	 



     


    

 


10.          TRADING
DAYS. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall
be other than a day on which the Common Stock is traded on the Trading Market, then such action may be taken or such right may
be exercised on the next succeeding day on which the Common Stock is so traded.


 


11.          TRANSFERS;
EXCHANGES.


 


(a)           Subject
to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred by
the Warrantholder to any Affiliate (as defined below) with respect to any or all of the Warrant Shares purchasable hereunder (a
 “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder, upon surrender of
this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed
and executed on behalf of the Warrantholder, and an opinion of counsel of the Warrantholder in form and substance reasonably satisfactory
to the Company that such transfer may be made without registration under the Securities Act and applicable state securities laws,
the Company shall issue a new Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to
a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice
of Assignment in the form attached hereto as Exhibit B duly completed and executed on behalf of the Warrantholder, and
an opinion of counsel of the Warrantholder in form and substance reasonably satisfactory to the Company that such transfer may
be made without registration under the Securities Act and applicable state securities laws, the Company shall issue a new Warrant
to the assignee, in such denomination as shall be requested by the Warrantholder, and shall issue to the Warrantholder a new Warrant
covering the number of shares in respect of which this Warrant shall not have been transferred. The term “Affiliate”
as used herein means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with such person, and any officers, employees or partners of the Warrantholder.


 


(b)           Upon
any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and
surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other
warrants that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice
specifying the denominations in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof.
The term “Warrants” as used herein includes any warrants into which this Warrant may be divided or exchanged.


 


12.          VALID
ISSUANCE; AUTHORIZED SHARES. The Company hereby represents, covenants and agrees that: (i) this Warrant is, and any Warrant issued
in substitution for or replacement of this Warrant shall be, upon issuance, a valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms; (ii) the issuance of this Warrant shall constitute full authority
to the Company’s officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the
purchase rights under this Warrant; (iii) all Warrant Shares issuable upon exercise of the purchase rights represented by this
Warrant and payment for such Warrant Shares in accordance herewith shall be, upon issuance, validly issued, fully paid and non-assessable,
issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of 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); and (iv) during the period the Warrant is outstanding, the Company shall reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the
exercise of any purchase rights under this Warrant.


 






    	 	 	 



     


    

 


13.          MISCELLANEOUS.


 


(a)           This
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to New York
conflicts of law principles. Any judicial proceeding brought under this Agreement or any dispute arising out of this Agreement
or any matter related hereto shall be brought in the courts of the State of New York, New York County, or in the United States
District Court for the Southern District of New York.


 


(b)           All
notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed facsimile or electronic
mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid,
and shall be deemed given when so sent in the case of facsimile or electronic mail transmission, or when so received in the case
of mail or courier, and addressed as follows: (a) if to the Company, to Manchester Technology Center, Hexagon Tower, Delaunays
Road, Blackley, Manchester, M9 8GQ UK, Attention: Ian Jenks, E-Mail:i.jenks@smartkem.com, with a copy to (which shall not constitute
notice) Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, NY 10020, Attention: John Hogoboom, Esq., E-Mail: jhogoboom@lowenstein.com;
and (b) if to the Warrantholder, at such address or addresses (including copies to counsel) as set forth below.


 


(c)           The
invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions.





 


[Signature Page Follows]


 






    	 	- 8 -	 



     


    




 


IN WITNESS WHEREOF,
this Common Stock Purchase Warrant is issued effective as of the date first set forth above.


 


	 	SMARTKEM, INC.
	 	 
	 	 
	 	By: 	          
	 	Name: Ian Jenks
	 	Title:   Chief Executive Officer



 






    	 	 	 



     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


(To be signed only upon exercise of Warrant)


 


To:         SmartKem,
Inc.


 


The undersigned, the
Warrantholder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for,
and to purchase thereunder, _______________ (__________) shares of Common Stock of SmartKem, Inc. and (choose one)


 


__________ herewith makes payment
of __________ dollars ($__________) thereof


 


or


 


__________ elects to Net Exercise
the Warrant pursuant to Section 1(b)(2) thereof.


 


The undersigned requests
that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name
of, and delivered to _____________________________________________________________, whose address is ________________________________________________________________________________________________________________________.


 


By its signature below
the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached
Warrant as of the date hereof, including Section 7 thereof.


 


DATED:


 


 


	 	(Signature must conform in all respects to name of the Warrantholder as specified
    on the face of the Warrant)
	 	 
	 	                                                                                                          
	 	[_____________]
	 	Address:                                                                                          
	 	                                                                                                          
	 	                                                                                                          






 


 


Exhibit A


  






    	 	 	 



     


    

 


EXHIBIT B


 


NOTICE OF ASSIGNMENT FORM


 


FOR VALUE RECEIVED,
[__________] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor
under the attached Warrant with respect to the number of shares of common stock of SmartKem, Inc. (the “Company”)
covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents
and warrants to the Company that the transfer is in compliance with Section 7 of the Warrant and applicable federal and
state securities laws:


 


	NAME OF ASSIGNEE	 	ADDRESS/FAX NUMBER

         

         

         

         

	Number of shares:
	 
	 
	 
	 	 	 
	Dated:  	 	 	Signature:
	 

	 	 	 
	 	 	Witness:
	 






 


 


Exhibit B


 






    	 	 	 



     


    

 





ASSIGNEE ACKNOWLEDGMENT


 


The undersigned Assignee
acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is
an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as
amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 7 thereof.


 


	 	 	Signature:  	 



 


	 	 	By:  	 
	 	 	Its:  	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	E-Mail Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


 


Exhibit B