Exhibit 4.5


 


 


 


[FORM OF GLOBAL CERTIFICATE]


 


THIS GLOBAL CERTIFICATE SHALL
REPRESENT THE TERMS, AND CONDITIONS OF THE WARRANT. THE WARRANT(S) SHALL BE ISSUED IN “BOOK ENTRY” FORMAT TO THE RESPECTIVE
WARRANT HOLDERS. THE WARRANT AGENT FOR THE COMPANY SHALL BE RESPONSIBLE FOR MAINTAINING A LIST OF ALL REGISTERED WARRANT HOLDERS.


 


	
    

    Class D  Warrant to Purchase Shares of Common Stock
	 


 


Dated:  {Issuance Date}


 


NOCERA, INC. 


CLASS D  WARRANT CERTIFICATE


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, the Warrant Holder or its assigns1
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after August 1, 2020 (the “Initial Exercise Date”) and
on or prior to the close of business on January 3, 2028 (the “Termination Date”) but not thereafter, to subscribe
for and purchase from Nocera, Inc., a Nevada corporation (the “Company”), a number of shares as specified in
the books and records of the warrant agent of Common Stock, $0.001 par value per share, of the Company (as subject to adjustment hereunder,
the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry
form and Mountain Share Transfer, LLC., as warrant agent shall initially maintain the records of the registered warrant holders, subject
to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in
which case this sentence shall not apply.


 


1.       Issuance
of Warrant; Term.


 





	 	(a)	For and in
consideration of good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, Nocera, Inc. (the
"Company") hereby grants to the Warrant Holder ("Holder") the right to purchase  ( .)
shares of the Company's Common Stock, $.001 par value per share (the "Common Stock").


 


		(b)	The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares."
This Warrant shall be exercisable at any time and from time to time from the date hereof until this Warrant expires at 5:00 P.M. Eastern
time on January 3, 2028.



 


		(c)	In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings defined
in this Section 1:



 


 


 


 


___________________


 


1
       As maintained in the books and records
of the Warrant Agent.


 


 


 







    	 	1	 



     


    

 


 


“Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 



“Bid Price” means,
for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted
on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted
for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.


 


“Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Commission” means
the United States Securities and Exchange Commission.


 


“Common Stock” means
the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 


“Common Stock Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Registration Statement”
means


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subsidiary”  means
any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired
after the date hereof.


 


 


 






    	 	2	 



     


    

 


“Trading Day” means
a day on which the Common Stock is traded on a Trading Market.


 


“Trading Market” means
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 or the New York Stock Exchange (or any
successors to any of the foregoing).


 


“Transfer Agent” means
Mountain Share Transfer, LLC., 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 and any successor transfer agent of the Company.


 


“VWAP” means, for any
date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading
Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted
for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.


 


“Warrant Agent Agreement”
means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.


 


“Warrant Agent” means
the Transfer Agent and any successor warrant agent of the Company.


 


“Warrants” means this
Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Promissory Note or Subscription Agreement.


 


		2.	Exercise. Exercise of Warrant. Subject to the provisions of Section 2(e) herein, exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise
Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail
(or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier
of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i)
herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in
the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise
procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which 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 Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business
Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available
for purchase hereunder at any given time may be less than the amount stated on the face hereof.



 


 


 






    	 	3	 



     


    

 


For the avoidance of doubt, and without
limiting the rights of a Holder to utilize a cashless exercise pursuant to Section 2(c) and receive unrestricted shares, at any time during
which there is no effective registration statement for the issuance or resale of the Warrant Shares, the Company may settle a cash exercise
of the Warrant with unregistered common stock.


 


Notwithstanding the foregoing in this
Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry
form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this
Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying
with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence
shall not apply.


 


		b)	Exercise Price. The exercise
price per share of Common Stock under this Warrant shall be Five Dollars ($5.00), subject to adjustment hereunder (the “Exercise
Price”).



 


		c)	Cashless Exercise. If at any time after the Initial Issuance Date, there is no effective registration
statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder, then
this Warrant may also be exercised, in whole or in part, at such time 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) the VWAP 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, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise or (z) 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 (including until two (2)
hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP
on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is
both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;


 


(B) = the Exercise
Price of this Warrant, as adjusted hereunder; 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.


 


If Warrant Shares
are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,
the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position
contrary to this Section 2(c).


 


Notwithstanding anything
herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this
Section 2(c).


 


 


 






    	 	4	 



     


    

 


	 	d)	Mechanics of Exercise.






 


		i.	Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased
hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s
balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company
is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by
physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice
of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company or the Warrant Agent of the
Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company or the Warrant Agent of the Notice of Exercise (such
date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, and for purposes of Regulation SHO, a holder whose interest in this Warrant is a beneficial
interest in certificate(s) representing this Warrant held in book-entry form through DTC shall be deemed to have exercised its interest
in this Warrant upon instructing its broker that is a DTC participant to exercise its interest in this Warrant, provided that in such
case payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two
(2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise.
If the Company fails for any reason to deliver or cause the delivery to the Holder the Warrant Shares subject to a Notice of Exercise
by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),
$10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each
Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company
agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.
As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,
on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.



 


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



 


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



 


 


 






    	 	5	 



     


    

 


		iv.	Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition
to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares
in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if
after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if
any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to
the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of
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 shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.



 


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



 


		vi.	Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder
for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses
shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and
the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository
Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of
the Warrant Shares.



 


		vii.	Closing of Books. The Company will not close its stockholder books or records in any manner which
prevents the timely exercise of this Warrant, pursuant to the terms hereof.



 


 


 






    	 	6	 



     


    

 


		e)	Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant,
and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that
after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include
the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of
this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the
number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company
or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the
Company shall within one (1) Trading 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 or its Affiliates or Attribution Parties since the date as of which such
number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon
election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation
in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any
increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this Section 2(e) 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.
The limitations contained in this paragraph shall apply to a successor holder of this Warrant.



 


 


 






    	 	7	 



     


    

 


 


		3.	Certain Adjustments






 


		(a)	Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i)
pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent
securities payable in Common Stock (which, for avoidance of doubt, shall not include any Common Stock issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding Common Stock into a smaller number of shares, or (iv) issues by reclassification of the Common Stock any shares
of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of Common Stock and such other capital stock of the Company(excluding treasury shares, if any) outstanding immediately before
such event and of which the denominator shall be the number of Common Stock such other capital stock of the Company(excluding treasury
shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a)
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.



 


		(b)	Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if
at any time the Company grants, issues or sells any Common Share Equivalents or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the
Holder had held the number of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common
Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Stock as a result of
such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if
ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).



 


		(c)	Extraordinary Dividends. If the Company, at any time during the Exercise Period, shall pay a dividend
in cash, securities or other assets to all holders of Common Stock (or other shares of the Company’s capital stock into which the
Warrants are convertible), other than (i) as described in Sections 3(a), 3(b) or 3(d), or (ii) regular quarterly or other periodic dividends
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Exercise Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the quotient of (i) the gross amount of cash and/or
fair market value (as determined by the Company’s Board of Directors, in good faith) of all securities or other assets paid to the
holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible) in respect of such
Extraordinary Dividend divided by (ii) the sum of the number of Common Stock (or other shares of the Company’s capital stock into
which the Warrants are exercisable) outstanding at the time of the Extraordinary Dividend plus the number of Common Stock then issuable
upon exercise of all outstanding Warrants, provided, that the Exercise Price shall not be reduced below zero.



 


 


 






    	 	8	 



     


    

 


		(d)	Fundamental Transaction. 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 all 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 all outstanding Common Stock
are effectively converted into or exchanged for other securities, cash or property, or (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 Common Stock (not including any 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 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 (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common
Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and such amount of cash or any
other consideration (collectively, the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by
a holder of the number of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without
regard to any limitation in Section 2(e) on the exercise of this Warrant). 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 Common Share 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. 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 in accordance with
the provisions of this Section 3(d) pursuant to written agreements prior or during such Fundamental Transaction. 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 the Warrants 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 the Warrants with the
same effect as if such Successor Entity had been named as the Company therein.



 


		(e)	Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest
1/100th of a share, as the case may be. For purposes of this Section 3, the number of Common Stock deemed to be issued and outstanding
as of a given date shall be the sum of the number of Common Stock (excluding treasury shares, if any) issued and outstanding.



 


 


 


 


 


 


 


 






    	 	9	 



     


    

 





	 	(f)	Notice to Holder.



 


		i.	Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 3, the Company shall promptly deliver to the Holder by facsimile or e-mail a notice setting forth the Exercise Price after
such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring
such adjustment. Provided, however, that the Company may satisfy this notice requirement in this Section 3(f) by filing such notice with
the Commission pursuant to a Current Report on Form 8-K, or, to the extent that the Company is no longer subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, by posting such notice on the Company’s website.



 


		ii.	Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution
in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all
or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock are converted into other
securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Company, then, in each case, the Company shall cause to be delivered by mail, facsimile or e-mail to the Holder at
its last mailing address, facsimile number or e-mail address as it shall appear upon the Warrant Register of the Company, at least five
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record
is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to
exchange their Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale,
transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not
affect the validity of the corporate action required to be specified in such notice. To the extent that any notice required to be provided
in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company
shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. Provided such notice occurs within
the Exercise Period, the Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice
to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.



 


	4.	Covenants and Conditions. The above provisions are subject to the following:



 


		(a)	Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended
("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for
investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security
interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all applicable
Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel,
that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that
Investment Law Group LLP is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the
same manner and to the same extent as the Warrant, and the certificates representing the Shares shall, subject to Section 6 hereof, bear
substantially the following legend:



 


 


 






    	 	10	 



     


    

 


The securities represented by this
certificate have been issued in reliance upon the representation of the Holder that they have been acquired for investment and not with
a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of 1933 (the "Securities
Act") or the securities laws of any state in reliance upon the exemptions from registration contained therein, and may not be offered,
sold, transferred, encumbered or otherwise disposed of unless there is an effective registration statement under the Federal Act and applicable
state securities laws relating thereto or the Company is satisfied registration is not required.


 


The Holder hereof and the Company agree
to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance
of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws.


 


		(b)	The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will,
upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes,
liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve
and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will
be sufficient to permit the exercise in full of this Warrant.



 


		5.	Adjustment of Exercise Price and Number of Shares Issuable. The Exercise Price and the number
of Shares (or other securities or property) issuable upon exercise of this Warrant shall be subject to adjustment from time to time upon
the occurrence of any of the events enumerated in this Section 5.



 


		(a)	Common Stock Reorganization. If the Company shall (i) subdivide or consolidate its outstanding
shares of Common Stock (or any class thereof) into a greater or smaller number of shares, (ii) pay a dividend or make a distribution on
its Common Stock (or any class thereof) in shares of its capital stock, or (iii) issue by reclassification of its Common Stock (or any
class thereof) any shares of its capital stock (any event described in clauses (i), (ii) or (iii) being called a "Common Stock Reorganization"),
then the Exercise Price and the type of securities for which this Warrant is exercisable shall be adjusted immediately so that the Holder
thereafter shall be entitled to receive upon exercise of this Warrant the aggregate number and type of securities that it would have received
if this Warrant had been exercised immediately prior to the Common Stock Reorganization.



 


		(b)	Adjustment in Number of Shares. Upon each adjustment to the Exercise Price pursuant to subsections
(a) of this Section 5, this Warrant shall thereafter evidence the right to receive upon payment of the adjusted Exercise Price that number
of Shares obtained by multiplying the number of Shares previously issuable upon exercise of this Warrant by a fraction, the numerator
of which is the Exercise Price prior to adjustment and the denominator of which is the adjusted Exercise Price.



 


		(c)	Capital Reorganizations. If there shall be any consolidation, merger or amalgamation of
the Company with another person or entity or any acquisition of capital stock of the Company by means of a share exchange, other than
a consolidation, merger or share exchange in which the Company is the continuing corporation or any sale or conveyance of the property
of the Company as an entirety or substantially as an entirety, or any reorganization or recapitalization of the Company (a "Capital
Reorganization"), then the Holder of this Warrant shall no longer have the right to purchase Common Stock, but shall have instead
the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including
cash) which the Holder would have owned or have been entitled to receive pursuant to the Capital Reorganization if this Warrant had been
exercised immediately prior to the effective date of the Capital Reorganization. As a condition to effecting any Capital Reorganization,
the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, satisfactory in form,
scope and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the Holder
appearing on the books of the Company) the obligation to deliver to the Holder shares of stock, securities, cash or property as, in accordance
with the foregoing provisions, the Holder may be entitled to purchase, and all other obligations of the Company set forth in this Warrant.



 


 


 






    	 	11	 



     


    

 


		(d)	Determination of Fair Market Value. Subject to the provisions set forth below, the fair
market value of the Company or of any non-cash consideration received by the Company upon any Common Stock Distribution shall be determined
in good faith by the Board of Directors of the Company. Upon each determination, the Company shall promptly give notice thereof to the
Holder, setting forth in reasonable detail the calculation of the fair market value and the method and basis of determination thereof
(the "Company Determination"). If the Holder shall disagree with the Company Determination and shall, by notice to the
Company given within thirty (30) days after the Company's notice of the Company Determination, elect to dispute the Company Determination,
the Company shall, within thirty (30) days after receipt of the notice, engage an investment bank or other qualified appraisal firm acceptable
to the Holder to make an independent determination of the fair market value of the Company or of any non-cash consideration received by
the Company upon any Common Stock Distribution (the "Appraiser Determination"). The Appraiser Determination shall be final and
binding on the Company and the Holder. The cost of the Appraiser Determination shall be borne by the Company.



 


		(e)	Adjustment Rules. Any adjustments pursuant to this Section 5 shall be made successively
whenever an event referred to herein shall occur. No adjustment shall be made pursuant to this Section 5 in respect of the issuance from
time to time of shares of Common Stock upon the exercise of this Warrant or upon the exercise or conversion of any other Option Securities
or Convertible Securities.



 


		(f)	Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking
of any action which would require an adjustment pursuant to this Section 5, the Company shall take any action which may be necessary,
including obtaining regulatory approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid
and nonassessable all shares of Common Stock which the Holder of this Warrant is entitled to receive upon exercise thereof.



 


		(g)	Notice of Adjustment. Not less than ten (10) days prior to the record date or effective
date, as the case may be, of any action which requires or might require an adjustment or readjustment pursuant to this Section 5, the
Company shall give notice to the Holder of the event, describing the event in reasonable detail and specifying the record date or effective
date, as the case may be, and, if determinable, the required adjustment and the computation hereof. If the required adjustment is not
determinable at the time of the notice, the Company shall give notice to the Holder of the adjustment and computation promptly after the
adjustment becomes determinable.



 


		6.	Transfer of Warrant. Subject to the provisions of Section 4 hereof, this Warrant may be
transferred, in whole or in part, to any person or business entity, by presentation of the Warrant to the Company with written instructions
for the transfer. Upon the presentation for transfer, the Company shall promptly execute and deliver a new Warrant or Warrants in the
form hereof in the name of the assignee or assignees and in the denominations specified in the instructions. The Company shall pay all
expenses incurred by it in connection with the preparation, issuance and delivery of Warrants under this Section. Any transferee of this
Warrant by acceptance thereof, agrees to be bound by all of the terms and conditions of this Warrant.



 


		7.	Warrant Holder Not Shareholder; Rights Offering; Preemptive Rights. Except as otherwise
provided herein, this Warrant does not confer upon the Holder any right whatsoever as a shareholder of the Company. Notwithstanding the
foregoing, if the Company should offer to all of the Company's shareholders the right to purchase any securities of the Company, then
all shares of Common Stock that are subject to this Warrant shall be deemed to be outstanding and owned by the Holder and the Holder shall
be entitled to participate in the offer. The Company shall not grant any preemptive rights with respect to any of its capital stock if
the preemptive rights are exercisable upon exercise of this Warrant.



 


 


 






    	 	12	 



     


    

 





		8.	Basic Financial Information. The Company will deliver to Holder:


 


		(a)	As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety
(90) days thereafter, a consolidated balance sheet of the Company as at the end of such fiscal year, and consolidated statements of operations,
cash flow and changes in equity of the Company for such year, prepared in accordance with GAAP consistently applied and setting forth
in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and audited and reported on by independent
public accountants of recognized national standing selected by the Company.



 


		(b)	From the date the Company becomes subject to the reporting requirements of the Exchange Act, and in lieu
of the financial information required pursuant to Section 8(a), copies of its annual reports and all exhibits thereto and its quarterly
reports, if any, respectively,



 


		(c)	As soon as practicable after transmission or occurrence and in any event within ten (10) days thereof,
copies of any financial reports or communications (exclusive of reports or communications relating to the practice of medicine) delivered
to any class of the Company's security Holders or broadly to the financial community, including any filings by the Company with any securities
exchange, the Commission or the National Association of Securities Dealers.



 


		(d)	with reasonable promptness, any other financial data as the Holder may reasonably request.



 


		9.	Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated
or destroyed, the Company may, on such terms as to indemnity or otherwise as it may in its discretion reasonably impose (which shall,
in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant
so lost, stolen, mutilated or destroyed. Any such new Warrant shall represent the original contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.



 


		10.	Certain Notices. In case at any time the Company shall propose to:



 


		(a)	declare any cash dividend upon its Common Stock;



 


		(b)	declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution
to the Holders of its Common Stock;



 


		(c)	offer for subscription to the Holders of any of its Common Stock any additional shares of stock in any
class or other rights;



 


		(d)	reorganize, or reclassify the capital stock of the Company, or consolidate, merge or otherwise combine
with, or sell all or substantially all of its assets to, another corporation; or



 


		(e)	voluntarily or involuntarily dissolve, liquidate or wind up of the affairs of the Company; then in any
one or more of these events, the Company shall give to the Holder, by certified or registered mail, (i) at least twenty (20) days' prior
written notice of the date on which the books of the Company shall close or a record shall be taken for the dividend, distribution or
subscription rights or for determining rights to vote in respect of any reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, and (ii) in the case of the reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Any notice required
by clause (i) shall also specify, in the case of any dividend, distribution or subscription rights, the date on which the Holders of Common
Stock shall be entitled thereto, and any notice required by clause (ii) shall specify the date on which the Holders of Common Stock shall
be entitled to exchange their Common Stock for securities or other property deliverable upon the reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, as the case may be.



 


 


 






    	 	13	 



     


    

 





		11.	Redemption. This Warrant shall be redeemable by the Company at $0.01 per share remaining
    subject hereto after 20 business days' written notice if the price of the Common Stock closes above $10.00 for 20 consecutive trading
    days and provided that the Company then has in effect an effective registration statement with respect to the shares of Common Stock
    issuable upon exercises of this Warrant.



 





		12.	Miscellaneous



 


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



 


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



 


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



 


		(d)	Authorized Shares.



 


The Company covenants
that, during the period the Warrant is outstanding, it will 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. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


 


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


 


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


 


 


 






    	 	14	 



     


    

 


		(e)	Governing Law. All questions concerning the construction, validity, enforcement, and interpretation
of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflict of laws thereof. Each party agrees that all legal Proceedings concerning the interpretation, enforcement
and defense of this Warrant shall be commenced in the United States District Court for the Southern District of New York, or, in the event
such jurisdiction is not available, any of the appropriate courts of the State of New York (the “New York Courts”).
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any provision hereunder), and hereby irrevocably waives, and agrees not to assert in any suit, action or Proceeding, any claim that
it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for
such Proceeding. If any party shall commence an action or Proceeding to enforce any provisions of this Warrant, then the prevailing party
in such action or Proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred
in the investigation, preparation and prosecution of such action or Proceeding.



 


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



 


		(g)	Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right
hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers, or remedies.
Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this
Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate Proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.



 


		(h)	Notices. Any and all notices or other communications or deliveries to be provided by the
Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or
by e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at:



 


Nocera, Inc.


3 F (Building B), No. 185, Section 1,
Datong Road


Xizhi District, New Taipei City


Taiwan,
221, ROC


Attention: Yin-Chieh Cheng


E-mail: jeffcheng@nocera.company


 


With a copy (which shall not
constitute notice) to:


 


Carmel, Milazzo & Feil, LLP.


55 West 39th Street


18th Floor


New York, NY. 10018


Attention: Ross Carmel, Esq.


Facsimile No.: (646)-838-1314


E-mail: rcarmel@cmfllp.com


 


 


 






    	 	15	 



     


    

 


or such other facsimile number, e-mail
address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, by facsimile, or sent by
registered or certified mail or a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail
address or address of such Holder appearing on the books of the Warrant Agent. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section 5(h) prior to 5:30 p.m. (New York City time)
on any Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or e-mail at the e-mail address set forth in this Section 5(h) on a day that is not a Trading Day or later than
5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. Notwithstanding
any other provision of this Warrant, where this Warrant provides for notice of any event to the Holder, if this Warrant is held in global
form by DTC (or any successor depositary), such notice shall be sufficiently given if given to DTC (or any successor depositary) pursuant
to the procedures of DTC (or such successor depositary), subject to a Holder’s right to elect to receive a Warrant in certificated
form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.


 


		(i)	Warrant Agreement. If this Warrant is held in global form through DTC (or any successor
depositary), this Warrant is issued subject to the Warrant Agreement. To the extent any provision of this Warrant conflicts with the express
provisions of the Warrant Agreement, the provisions of this Warrant shall govern and be controlling.



 


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



 


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



 


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



 


		(m)	Amendment. This Warrant may be modified or amended or the provisions hereof waived with
the written consent of the Company, on the one hand, and either: (i) the Holder or the beneficial owner of this Warrant, on the other
hand, or (ii) the vote or written consent of the Holders of at least 50.1% of the then outstanding Warrants issued pursuant to the Warrant
Agreement, on the other hand; provided that if any such modification, amendment or waiver disproportionately and adversely affect the
rights of a Holder compared to other Holders, the prior written consent of such Holder shall also be required.



 


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



 


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



 


 


 






    	 	16	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Warrant as of the date first above written.


 





 


 





	 	Sincerely,
	 	 
	 	 
	 	 
	 	
    By:

    Name:
	_____________ Yin-Chieh Cheng,

    President

    Nocera, Inc.



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	17