WARRANT


 


NO. OW-l  STRATEAN INC. ___________
Shares


 


WARRANT TO PURCHASE COMMON STOCK


 


 


VOID AFTER 5:30 P.M., EASTERN


TIME, ON THE EXPIRATION DATE


 


THIS WARRANT AND ANY SHARES ACQUIRED
UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION
PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.


 


FOR VALUE RECEIVED,
Stratean Inc., a Nevada 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 ____________ (the "Holder"),
under the terms as hereinafter set forth___________ ( ________) fully paid and non-assessable shares of the Company's Common Stock,
par value $0.001 per share (the "Warrant Stock"), at a purchase price of twenty-five cents ($.25) per share (the "Warrant
Price"), pursuant to this warrant (this "Warrant"). The number of shares of Warrant Stock to be so issued and 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.


 


		1.	Exercise of Warrant.



 


a. The Holder may
exercise this Warrant according to its terms by (i) surrendering this Warrant, properly endorsed, to the Company at the address
set forth in Section 10, (ii) the subscription form attached hereto having then been duly executed by the Holder (the "Form
of Exercise"), and (iii) payment of the purchase price being made to the Company for the number of shares of the Warrant Stock
specified in the subscription form, or as otherwise provided in this Warrant, prior to 5:30 p.m., Eastern Time, on March 31, 2020
(the "Expiration Date"). Such exercise shall be effected by the surrender of the Warrant, together with a duly executed
copy of the Form of Exercise, to Company at its principal office and (i) the payment to the Company of an amount equal to the aggregate
Warrant Price for the number of shares of Warrant Stock being purchased in cash, certified check or bank draft or (ii) by surrendering
such number of shares of Warrant Stock received upon exercise of this Warrant with a Fair Market Value (as defmed below) equal
to the aggregate Warrant Price for the Warrant Stock being purchased (a "Cashless Exercise").


 


b. If the Holder
elects the Cashless Exercise method of payment, the Company shall issue to the Holder a number of shares of Warrant Stock determined
in accordance with the following formula:


 


 


X = Y(A - B)


A


 


with: X = the number of shares of
Warrant Stock to be issued to the Holder;


Y = the number of
shares of Warrant Stock with respect to which the Warrant is being exercised;


A = the fair value per share
of Common Stock on the date of exercise of this Warrant; and


B = the then-current Warrant
Price of the Warrant


 





For the purposes
of this Section 1 (b), "fair value" per share of Common Stock shall mean (A) the average of the closing sales prices,
as quoted on the primary national or regional stock exchange on which the Common Stock is listed, or, if not listed, the OTC Bulletin
Board if quoted thereon, on the three (3) trading days immediately preceding the date on which the Form of Exercise is deemed to
have been sent to the Company, or (B) if the Common Stock is not publicly traded as set forth above, as reasonably and in good
faith determined by the Board of Directors of the Company as of the date which the notice of exercise is deemed to have been sent
to the Company.



    	 



    	 



    




 


c. 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.


 


d. 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.


 


e. 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 a reasonable time after such rights shall have been so exercised.
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.


 


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 "Act"), on the ground that the issuance of this Warrant is exempt from
registration under Section 4(2) of the 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 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. 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 and reasonably satisfactory to the
Company) 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 SHARES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."


 



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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. 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.


 


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


 


a. If
any recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation of the Company into
or with a corporation or other business entity, or the sale or transfer of all or substantially all of the Company's assets or
of any successor corporation's assets to any other corporation or business entity (any such corporation or other business entity
being included within the meaning of the term "successor corporation") shall be effected, at any time while this Warrant
remains outstanding and unexpired, then, as a condition of such recapitalization, reclassification, merger, consolidation, sale
or transfer, lawful and adequate provision shall be made whereby the Holder of this Warrant thereafter shall have the right to
receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of Common Stock immediately theretofore issuable
upon the exercise of this Warrant, such shares of capital stock, securities or other property as may be issued or payable with
respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately
theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale
or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other
securities or property receivable upon the exercise ofthis Warrant after such consummation.


b. 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. 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(t) 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.



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d. 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.


 


e. 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
such 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.


 


f. 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.


 


g. 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
(l %) 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 two percent (2%) of the Warrant Price in effect immediately before the event giving rise to such next subsequent adjustment.


 


h. 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. Notice to Holders.


 


a. 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. 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.


 


7. 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.


 


8. 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.


 


9. 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, or to the Holder at the name and address set forth in the Warrant Register maintained by the Company.


 


10. 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 NEVADA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


 


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 officer,
as of 31st day of March, 2015.


 


 


STRATEAN INC.


 


 


 


By: _______________________


Name:


Title:




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FORM OF EXERCISE


 


(to be executed by the registered holder
hereof)


 


The undersigned hereby exercises the
right to purchase ________shares of common stock, par value $0.001 per share ("Common Stock"), of Stratean Inc. evidenced
by the within Warrant Certificate for a Warrant Price of $__________ per share and herewith makes payment of the purchase price
in full of (i) $__________ in cash or (ii) shares of Common Stock (pursuant to a Cashless Exercise in accordance with Section 1
(b)). Kindly issue certificates for shares of Common Stock (and for the unexercised balance of the Warrants evidenced by the within
Warrant Certificate, if any) in accordance with the instructions given below.


 


 


Dated: ________ , 20_


 


___________________________________________


Instructions for registration
of stock


 


___________________________________________


Name (Please Print)


 


 


Social Security or other identifying
Number: ___________


 


 


Address: ___________________________________


City/State
and Zip Code


 


 


Instructions for registration
of certificate representing the unexercised balance of Warrants (if any)


 


___________________________________________


Name (Please Print)


 


 


Social Security or other identifying
Number: ___________


 


 


Address: ___________________________________


City/State
and Zip Code


 



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