Exhibit 10.4


 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. 


 


	Warrant Shares: [________]	Issue Date: February __, 2021


 


COMMON STOCK PURCHASE WARRANT


 


Axelerex Corp., a corporation
organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received,
or its assigns [_________________] (the “Holder”), is entitled, subject to the terms and limitations on exercise
and conditions hereinafter set fifth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T
on the seventh anniversary of the Issue Date (the “Termination Date”), up to [______] fully paid and nonassessable
shares of Common Stock at a per share purchase price of $0.25 (the “Exercise Price"). The number and character
of such shares of Common Stock and the Exercise Price are subject to adjustment as provided herein. The Company may reduce the
Exercise Price for some or all of the Warrants, temporarily or permanently, provided such reduction is made as to all outstanding
Warrants for all Holders of such Warrants.


 


As used herein the
following terms, unless the context otherwise requires, have the following respective meanings:


 


(a) The
term “Company” shall mean Axelerex Corp., a Nevada corporation, and any corporation which shall succeed or assume
the obligations of the Company hereunder.


 


(b) The
term “Common Stock” includes (i) the Company's Common Stock, $0.001 par value per share, as authorized as of
the date hereof, and (ii) any other securities into which or for which any of the securities described in (i) may be converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(c) The
term “Fundamental Transaction” shall mean that (i) the Company or any of its Subsidiaries shall, directly or
indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company or any of its
Subsidiaries is the surviving corporation) any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise
dispose of all or substantially all of its respective properties or assets to any other Person, or (3) allow any other Person to
make a purchase, tender or exchange offer that is accepted by the holders of more than fifty percent (50%) of the outstanding shares
of the Company’s voting capital stock (“Voting Stock”), or (4) consummate a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
whereby more than fifty percent (50%)  of the outstanding shares of Voting Stock of the Company are issued, or (5)  reorganize,
recapitalize or reclassify the Common Stock, or (ii) any “person” or “group” (as these terms are used for
purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations promulgated thereunder) is or shall become
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty percent
(50%)  of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company


 



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(d) The
term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or
any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.


 


(e)  The
term “Trading Day” means a day on which the principal Trading Market is open for trading.


 


(f) The
term “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date inquisition; the Nasdaq Capital Market, the Nasdaq Global Market, the New York Stock Exchange, the NYSE
America, OTCQB, OTCQX, or OTC Markets (or any successor of the foregoing).


 


(g) The
term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.


 


1. Exercise
of Warrant.


 


1.1. Number
of Shares Issuable upon Exercise. From and after the Issue Date through and including the Termination Date, the Holder hereof
shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise
of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant
to Section 4.


 


1.2. Full
Exercise. This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form
of exercise notice attached as Exhibit A hereto (the “Notice of Exercise”) duly executed by such Holder and
delivery within two days thereafter of payment, provided the Warrant is not being exercised on a cashless basis as set forth herein,
in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying
the number of shares of Common Stock for which this Warrant is then exercisable by the Exercise Price then in effect. The original
Warrant is not required to be surrendered to the Company until it has been fully exercised.


 


1.3. Partial
Exercise. This Warrant may be exercised in part (but not for a fractional share) by delivery of a Notice of Exercise in the
manner and at the place provided in the Notice of Exercise except that the amount payable by the Holder on such partial exercise
shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the
Notice of Exercise by (b) the Exercise Price then in effect. On any such partial exercise provided the Holder has surrendered
the original Warrant, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a
new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.


 






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1.4. Company
Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof, acknowledge
in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure
shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 


1.5. Delivery
of Stock Certificates, etc. on Exercise. The Company agrees that, provided the full Exercise Price listed in the Notice of
Exercise is received as specified in Section 1.2 or Section 1.3, of the Warrants are exercised on a cashless basis pursuant to
Section 2, the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof
as the record owner of such shares as of the close of business on the date on which delivery of a Notice of Exercise shall have
occurred and payment (if applicable) made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant,
in full or in part, and in any event within three (3) business days thereafter (“Warrant Share Delivery Date”),
the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, (1) provided that (x) the Transfer Agent is participating in DTC Fast Automated Securities
Transfer Program and (y) such Warrant Shares to be so issued are eligible for resale pursuant to Rule 144, such aggregate number
of Warrant Shares to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC
through its Deposit/Withdrawal at Custodian system, or (2) if either of the immediately preceding clauses (x) or (y) are not satisfied,
a certificate or certificates for the number of duly and validly issued, fully paid and non-assessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled, at the Company’s option an additional share of Common Stock by rounding up to the next
whole share or cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stock, together
with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon
such exercise pursuant to Section 1 or otherwise. The Company understands that a delay in the delivery of the Warrant Shares
after the Warrant Share Delivery Date could result in economic loss to the Holder.


 






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2. Cashless
Exercise. Payment upon exercise of this Warrant may be made at the option of the Holder either in (i) cash, wire transfer
or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Purchase Price, or,
in whole or in part, by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of
Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A)     = as applicable:
(i) either the last bid or trade price, at the sole option of the Holder, of the Common Stock on the Trading Market on the Trading
Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered
pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a)
hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation
NMS promulgated under the federal securities laws) on such Trading Day, or (ii) the Bid Price of the Common Stock on the principal
Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise
if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two
(2) hours thereafter pursuant to Section 2(a) hereof or;


 


(B)     = the existing
Exercise Price of this Warrant at the time of such exercise; and


 


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


 


For purposes of Rule 144 promulgated under
the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in
the manner described above shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall
be deemed to have commenced, on the date this Warrant was originally issued.


 


3. Adjustment
for Reorganization, Consolidation, Merger, etc.


 


3.1. Fundamental Transaction.
If, at any time while this Warrant is outstanding, (A) the Company effects any Fundamental Transaction then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, upon exercise
of this Warrant, the number of shares of Common 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 upon or as a result of
such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of
the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions,
any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent
with the foregoing provisions and evidencing the Holder's right to exercise such warrant into Alternate Consideration.  The
terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor
or surviving entity to comply with the provisions of this Section 3.1 and insuring that this Warrant (or
any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.


 






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3.2. Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred
to in Section 3.1, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities
and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger
or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any
Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 3.1.


 


3.3 Share
Issuance. If, at any time while this Warrant is outstanding, the Company or any Subsidiary, as applicable, sells or grants
any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant
or any option to purchase or other disposition), any Common Stock or common stock equivalents entitling any Person to acquire shares
of Common Stock at or with a conversion formula that creates an effective price per share that is lower than the then Exercise
Price (such lower price or conversion formula, the “Base Exercise Price” and such issuances, collectively, a “Dilutive
Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation
of exercise price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants,
options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at
an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than
the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced to equal the Base Exercise
Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing,
no adjustment will be made under this Section 3.3 in respect of an Exempt Issuance.


 


4. Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as
a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise
Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall
thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon
the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that
the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined
by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable
on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of
this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise.


 






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5. Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable
on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including
a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon
exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided
in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant Agent
of the Company (appointed pursuant to Section 11 hereof).


 


6. Reservation
of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to
time issuable on the exercise of the Warrant.


 


7. Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby,
may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant,
with the Transferor's endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form")
and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance
with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant
or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form
(each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 


8. Replacement
of Warrant. 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 or
security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 






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9. Maximum
Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned
by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result
in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date.
For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of
the 1934 Act and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which
would result in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or in
part, upon sixty-one (61) days prior notice from the Holder to the Company to increase such percentage to up to 9.99%, but not
in excess of 9.99%.


 


10. Warrant
Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”)
for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1 and 2, transferring
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.


 


11. Transfer
on the Company's Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


12. Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, electronic mail, telegram, or facsimile, to such address as such party shall have specified most recently by
written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon
hand delivery, electronic mail, or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.


 






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13. Law
Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the state
and county of New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
The Company and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith
is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of
any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


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blank.)





 






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IN WITNESS WHEREOF, the
Company has executed this Warrant as of the date first written above.


 


	 	AXELEREX CORP.
	 	 
	 	By:	      
	 	 	Name: Dan Lynn
	 	 	Title: Chief Executive Officer


 






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Exhibit A


 


FORM OF NOTICE OF EXERCISE


(to be signed only on exercise of Warrant)


 


To: Axelerex Corp.


[_________________]


[_________________]


 


(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):


 


☐ in 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
Section 2, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in Section 2. 


 


(3) Please issue said
Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


The Warrant Shares shall be delivered to
the following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4) Accredited
Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities
Act of 1933, as amended.


 


 


___________________________


[SIGNATURE
OF HOLDER]


 






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Exhibit B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of Warrant)


 


For value received, the
undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of shares of Common Stock of Axelerex Corp. to which the
within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of
Axelerex Corp. with full power of substitution in the premises.


  


	Transferees	Percentage Transferred	Number Transferred
	 	 	 
	 	 	 
	 	 	 


  


	Dated:  ______________, 20____	 	 
	 	 	(Signature must conform to name of holder as specified on the face of the warrant)
	Signed in the presence of:	 	 
	 	 	
		 	
	      (Name)	 	      (address)
	 	 	 
	ACCEPTED AND AGREED:	 	
	[TRANSFEREE]	 	
	 	 	      (address)
		 	 
	      (Name)	 	 


  



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