Exhibit 10.53


 


SERIES C WARRANT AGENT AGREEMENT


 


This Series C Warrant Agent
Agreement (this “Warrant Agreement”), dated as of December 1, 2021 (the “Issuance Date”) between
Aditxt, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer,
LLC (the “Warrant Agent”).


 


WHEREAS, pursuant to the terms
of that certain Underwriting Agreement (“Underwriting Agreement”), dated December 1, 2021, by and among the Company
and Dawson James Securities, Inc., as representatives of the underwriters set forth therein, the Company is engaged in a public offering
(the “Offering”) of up to 16,575,000 Units, each Unit consisting of one share (the “Shares”) of
common stock, par value $0.001 per share (the “Common Stock”) of the Company and one Series C Warrant (the “Warrants”)
to purchase one share of Common Stock (such shares of Common Stock underlying the Warrants, the “Warrant Shares”);


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (File No. 333-257645)
(as the same may be amended from time to time, the “Registration Statement”), for the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of the Shares, the Warrants and Warrant Shares, and such Registration
Statement was declared effective on July 13, 2021; 


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth
in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and
the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set
forth in this Warrant Agreement (and no implied terms or conditions).


 


2. Warrants.


 


2.1. Form
of Warrants. The Warrants shall be registered securities and shall be evidenced by a global certificate (“Global Certificate”)
in the form of Exhibit A to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian
for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If DTC subsequently
ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have
the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver
to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent to deliver to DTC separate
certificates evidencing Warrants (“Definitive Certificates” and, together with the Global Certificate, “Warrant
Certificates”) registered as requested through the DTC system.


 




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2.2. Issuance
and Registration of Warrants.


 


2.2.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants.


 


2.2.2. Issuance
of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the Warrants
in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership
of security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
(i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).


 


2.2.3. Beneficial
Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute
owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant
Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished
by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a
Warrant evidenced by the Global Certificate shall be exercised by the Holder or a Participant through the DTC system, except to the extent
set forth herein or in the Global Certificate.


 


2.2.4. Execution.
The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile
signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same
signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In case
any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company before
countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned
by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had
not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at
the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.


 


2.2.5. Registration
of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered and any
Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates
evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register
the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered to the
Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants the transfer
of which is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration of transfer, shall
provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested. The Warrant Agent may require reasonable and customary payment, by the Holder
requesting a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of
clarity, not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with such registration of transfer, split-up, combination or exchange, together
with reimbursement to the Warrant Agent of all reasonable expenses incidental thereto.


 




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2.2.6. Loss,
Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity
or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental
thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on
behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate
so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement
of lost Warrant Certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple certificates.
The Warrant Agent may receive compensation from the surety companies or surety agents for administrative services provided to them.


 


2.2.7. Proxies.
The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders that may
own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or the Warrants; provided, however,
that at all times that Warrants are evidenced by a Global Certificate, exercise of those Warrants shall be effected on their behalf by
Participants through DTC in accordance the procedures administered by DTC.


 


3. Terms
and Exercise of Warrants.


 


3.1. Exercise
Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of [$1.50] per whole share,
subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as used in this Warrant
Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised.


 


3.2. Duration
of Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing on [__], 20211 and
terminating at 5:00 P.M., Eastern Standard Time (the “close of business”) on the fifth anniversary of the Issuance
Date, [__], 2026 (“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration
Date.


 


3.3. Exercise
of Warrants.


 


3.3.1. Exercise
and Payment. (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting
on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any
business day during the Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the
form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system
(each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase,
the Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate
evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the
Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) unless the cashless
exercise procedure specified in Section 3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver
to the Company the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America by certified or official
bank check payable to the Company or bank wire transfer in immediately available funds to: 


 


[WIRE/PAYMENT INFORMATION FOR COMPANY]


 


No ink-original Election to Purchase shall be
required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company
until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to
Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant
Shares available thereunder 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 Election to Purchase within one (1) Business
Day of receipt of such notice. The Holder and any assignee, by acceptance of a 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 thereof.


 


 






1 Insert Date of Issuance.


 




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Any person so designated by the Holder (or a Participant
or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such
Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent,
provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding
sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If the Holder (or Participant on behalf
of the Holder) fails to make delivery of such deliverables on or prior to the Trading Day following delivery of the Election to Purchase,
such Election to Purchase shall be void ab initio. 


 


(b) If any of (i) the Warrants, (ii) the Election
to Purchase, or (iii) the Exercise Price therefor, is received by the Warrant Agent on any date after 5:00 P.M., Eastern Standard Time,
or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have been received and exercised on the Trading
Day next succeeding such date. “Business day” means a day other than a Saturday or Sunday on which commercial Banks
in New York City are open for the general conduct of banking business. The “Exercise Date” will be the date on which
the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York City time), or the following Trading
Day (if after 5:00 P.M., New York City time), regardless of any earlier date written on the materials. If the Warrants are received or
deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Company will
be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited
with the Company in respect of an exercise or attempted exercise of Warrants.


 


(c) If less than all the Warrants evidenced by
a surrendered Warrant Certificate are exercised, the Warrant Agent shall split up the surrendered Warrant Certificate and return to the
Holder a Warrant Certificate evidencing the Warrants that were not exercised.


 


3.3.2. Issuance
of Warrant Shares.


 


(a) The Warrant Agent shall, on the Trading Day
following the Exercise Date of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock,
in respect of (i) the number of Warrant Shares indicated on the Election to Purchase as issuable upon such exercise with respect to such
exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect
to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information
as the Company or such transfer agent and registrar shall reasonably request.


 


(b) The Company shall, by no later than 5:00 P.M.,
Eastern Standard Time, on the second Trading Day following the delivery of the Election to Purchase (provided the payment of the Exercise
Price has been submitted as required by Section 3.3.1) (such date and time, the “Delivery Time”), cause its registrar
to electronically transmit the Warrant Shares issuable upon that exercise to DTC by crediting the account of DTC or of the Participant,
as the case may be, through its Deposit/Withdrawal at Custodian (DWAC) system. If the Company fails for any reason to deliver to the Holder
the Warrant Shares subject to an Election to Purchase by the Delivery Time, 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 closing price 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 Delivery Time 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.


 


3.3.3. Valid
Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and non-assessable.


 




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3.3.4. No
Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment
made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round up or down, as applicable, to the nearest whole number the number of Warrant Shares to be
issued to such Holder.


 


3.3.5. No
Transfer Taxes. 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 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 an assignment form 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 Election to Purchase 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.


 


3.3.6. Date
of Issuance. The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date, except
that, if the Exercise Date 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 open of business on the next succeeding date on which the stock transfer books are open.


 


3.3.7. Restrictive
Legend Events. (a) The Company shall use it reasonable best efforts to maintain the effectiveness of the Registration Statement and
the current status of the prospectus included therein or to file and maintain the effectiveness of another registration statement or to
file a registration statement and another current prospectus covering the Warrants and the Warrant Shares at any time that the Warrants
are exercisable. The Company shall provide to the Warrant Agent and each Holder prompt written notice of any time that the Company is
unable to deliver the Warrant Shares via DTC transfer or otherwise without restrictive legend because (i) the Commission has issued a
stop order with respect to the Registration Statement, (ii) the Commission otherwise has suspended or withdrawn the effectiveness of the
Registration Statement, either temporarily or permanently, (iii) the Company has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, (iv) the prospectus contained in the Registration Statement is not available for the issuance
of the Warrant Shares to the Holder or (v) otherwise (each a “Restrictive Legend Event”). To the extent that the Warrants
cannot be exercised as a result of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder has exercised Warrants
in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the
Holder, which shall be given within five (5) days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously
submitted Election to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such rescission,
or (B) treat the attempted exercise as a cashless exercise as described in paragraph (b) below and refund the cash portion of the exercise
price to the Holder. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net
cash settlement to the Holder in lieu of delivery of the Warrant Shares.


 


(b) If a Restrictive Legend Event has occurred,
the Warrant shall only be exercisable on a cashless basis. Upon a “cashless exercise”, the Holder shall be entitled to receive
the number of Warrant Shares equal to the quotient obtained by dividing (A-B) (X) by (A), where:


 


	 	(A) =	the last VWAP immediately preceding the date of exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Election to Purchase (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation);
	 	 	 
	 	(B) =	the Exercise Price of the Warrant, as adjusted as set forth herein; and


 


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


 




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If the Warrant Shares are issued in such a cashless
exercise, the Company acknowledges and agrees 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 and the Company agrees not to take any position contrary thereto.
Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase
to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate
and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility or obligation under this
section to calculate, the number of Warrant Shares issuable in connection with any cashless exercise. The Warrant Agent shall be entitled
to rely conclusively on any such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken,
suffered or omitted to be taken by it in accordance with such written instructions or pursuant to this Warrant Agreement.


 


3.3.8. Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable
in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.


 


3.3.9 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
3.3.2 above pursuant to an exercise on or before the Delivery Time, 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.


 




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3.3.10 Beneficial Ownership
Limitation. The Company shall not affect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion
of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth
on the applicable Election to Purchase, 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 such 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, non-exercised portion of such Warrant beneficially owned by
the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted 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 3.3.10, 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 3.3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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
a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and
of which portion of a 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 3.3.10, 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
two Trading Days 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 such 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 a Warrant. The Holder, upon notice to the Company, may increase or decrease
the Beneficial Ownership Limitation provisions of this Section 3.3.10, 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 3.3.10 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 3.3.10 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.


 


4. Adjustments.


 


4.1. Adjustment
upon Subdivisions or Combinations. If the Company at any time after the Issuance Date subdivides (by any stock split, stock dividend,
recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock into a greater number of shares,
the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will
be proportionately increased. If the Company at any time after the Issuance Date combines (by any stock split, stock dividend, recapitalization,
reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 4.1 shall become effective at the close of business on the date the subdivision or combination
becomes effective. The Company shall promptly notify Warrant Agent of any such adjustment and give specific instructions to Warrant Agent
with respect to any adjustments to the warrant register.


 


4.2. Adjustment
for Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution to all
holders of Common Stock of any evidences of indebtedness or assets or subscription rights, options or warrants (excluding those referred
to in Section 4.1 or other dividends paid out of retained earnings), then in each such case the Holder will, upon the exercise of Warrants,
be entitled to receive, in addition to the number of Warrant Shares issuable thereupon, and without payment of any additional consideration
therefor, the amount of such dividend or distribution, as applicable, which such Holder would have held on the date of such exercise had
such Holder been the holder of record of such Warrant Shares as of the date on which holders of Common Stock became entitled to receive
such dividend or distribution. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately
after the record date mentioned above.


 




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4.3. Reclassification,
Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding, (a) the Company, directly
or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another person, (b)
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, (c) any, direct or indirect, purchase offer, tender offer
or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock (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, such purchase offer, tender offer or exchange offer), (d) the Company, directly or indirectly, in one or
more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (e)
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
whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock
or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of a Warrant, each 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, the same amount and kind of securities, cash or property, if any,
of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the
“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares
of Common Stock for which each Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise,
the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration that such Holder receives
upon any exercise of each 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”) and for which stockholders received any
equity securities of the Successor Entity and for which stockholders received any equity securities of the Successor Entity, to assume
in writing all of the obligations of the Company under this Warrant Agreement in accordance with the provisions of this Section 4.3 pursuant
to written agreements and shall, upon the written request of such Holder, deliver to such Holder in exchange for the applicable Warrants
created by this Warrant Agreement a security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to the Warrants which are exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its
parent entity), if any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Common Stock for which the Warrants are exercisable immediately prior to such Fundamental Transaction, and with an exercise
price which applies the Exercise Price hereunder to such shares of capital stock, if any, plus any Alternate Consideration (but taking
into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of
capital stock plus Alternative consideration after that Fundamental Transaction for the purpose of protecting the economic value of such
Warrant immediately prior to the consummation of 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 this Warrant Agreement and 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 this Warrant Agreement and
the Warrants with the same effect as if such Successor Entity had been named as the Company herein and therein. The Company shall instruct
the Warrant Agent in writing to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any such
amendment, supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation
or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for
in this Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness of any provisions
contained in such agreement or such notice, including but not limited to any provisions relating either to the kind or amount of securities
or other property receivable upon exercise of warrants or with respect to the method employed and provided therein for any adjustments,
and shall be entitled to rely conclusively for all purposes upon the provisions contained in any such agreement. The provisions of this
Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind
described above.


 




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4.4. Other
Events. If any event occurs of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock rights or other
rights with equity features to all holders of Common Stock for no consideration), then the Company's Board of Directors will, at its discretion
and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate such additional consideration
to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder. No adjustment to the Exercise
Price will be made pursuant to more than one sub-section of this Section 4 in connection with a single issuance.


 


4.5. Notices
of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant,
the Company shall give prompt written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from
such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice to each Holder, at the last
address set forth for such holder in the Warrant Register, as of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be entitled to rely conclusively
on, and shall be fully protected in relying on, any certificate, notice or instructions provided by the Company with respect to any adjustment
of the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any related matter, and the Warrant Agent shall
not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate, notice or instructions
or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until
it shall have received written notice thereof from the Company.


 


5. Restrictive
Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The Warrant Agent shall not be
required to effect any registration of transfer or exchange which will result in the transfer of or delivery of a Warrant Certificate
for a fraction of a Warrant.


 


6. Other
Provisions Relating to Rights of Holders of Warrants.


 


6.1. No
Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of
Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether
any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.


 


6.2. Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


7. Concerning
the Warrant Agent and Other Matters.


 


7.1. 
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing
by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected
for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in
accordance with this Section 7.1.


 




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7.2. 
(a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company
shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s
out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant
Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive
rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use
of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are
due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per
month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any
other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to
expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement
or in the exercise of its rights.


 


7.3. 
As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth
herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations
and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c) shall
not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and
where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act
unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected
in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other
document or security delivered to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party or parties;
(f) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating
thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations
relating to the Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully
authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating
to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the
Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the
Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s
duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications
by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed
to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or
such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in
accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less
than five business days after the date such application is sent to the Company, unless the Company shall have consented in writing to
any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted; (i) may consult with counsel satisfactory to the Warrant Agent, including its
in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken,
suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (j) may perform any of its duties
hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible
for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it
in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting
fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United
States of America or any political subdivision thereof.


 




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7.4. 
(a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action
taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement.
Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental,
consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent
has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent
will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for any failures,
delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of
government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions,
storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone
failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the event any question or dispute
arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant Agreement or the
rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable or responsible for
its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader
or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons
interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory
to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose, but shall
not be obligated to require, the execution of such written settlement by all the Holders and all other persons that may have an interest
in the settlement.


 


7.5. 
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of
defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of
the Warrant Agent’s gross negligence or willful misconduct.


 


7.6. 
Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date and the
date on which no Warrants remain outstanding (the “Termination Date”). On the business day following the Termination
Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Agent’s
right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 8 shall survive the termination of this
Warrant Agreement.


 


7.7. 
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall
be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it
to the full extent permitted by applicable law.


 


7.8. 
The Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
(b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including
this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a
default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to
which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal,
valid, binding and enforceable obligation of the Company; (d) the Warrants will comply in all material respects with all applicable requirements
of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the
offering of the Warrants.


 


7.9. In
the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time to
time be amended, the terms of this Warrant Agreement shall control.


 


7.10. 
Set forth in Exhibit C hereto is a list of the names and specimen signatures of the persons authorized to act for the
Company under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify
to you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11. 
Except as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement shall
be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature
to this Agreement, or, if to the Warrant Agent, to VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598, or to such other
address of which a party hereto has notified the other party.


 




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7.12. 
(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings
relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan
in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service
of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified
for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of
or relating to this Warrant Agreement. (b) This Warrant Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party
without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay; except
that (i) consent is not required for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii)
any reorganization, merger, consolidation, sale of assets or other form of business combination by Warrant Agent or the Company shall
not be deemed to constitute an assignment of this Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified
or waived, except in a written document signed by both parties. The Company and the Warrant Agent may amend or supplement this Warrant
Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective
provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement
as the parties may deem necessary or desirable and that the parties determine, in good faith, shall not adversely affect the interest
of the Holders. All other amendments and supplements shall require the vote or written consent of Holders of at least 50.1%
of the then outstanding Warrants, provided that adjustments may be made to the Warrant terms and rights in accordance with Section
4 without the consent of the Holders.


 


7.13. Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders
to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants
or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid to the Warrant
Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction
of the Company and the Warrant Agent that such tax or charge, if any, has been paid. 


 


7.14. Resignation
of Warrant Agent.


 


7.14.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter
period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent,
after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time
as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within
a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent
or any Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent at the Company’s
cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent
shall be carried out by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the
Company or by such court, shall be a person organized and existing under the laws of any state of the United States of America, in good
standing, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed, and except for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent
shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive
the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but not limited to its right
to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant
Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such
successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


7.14.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 






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7.14.3. Merger
or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated
or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding
to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this
Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean any individual,
firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity, and shall include any successor
(by merger or otherwise) thereof or thereto.


 


8. Miscellaneous
Provisions.


 


8.1. Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of
the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof.


 


8.2. Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant
Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder
to provide reasonable evidence of its interest in the Warrants.


 


8.3. Counterparts.
This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


8.4. Effect
of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect
the interpretation thereof.


 


9. Certain
Definitions. As used herein, the following terms shall have the following meanings:


 


(a) “Adjustment Right” means
any right granted with respect to any securities issued in connection with, or with respect to, any issuance, sale or delivery (or deemed
issuance, sale or delivery in accordance with Section 4) of Common Stock (other than rights of the type described in Section 4.2 and 4.3
hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such
securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights) but excluding anti-dilution
and other similar rights (including pursuant to Section 4.4 of this Agreement).


 


(b) “Trading Day” means any
day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities market in the United States on which the the Common Stock is then traded,
provided that “Trading Day” shall not include any day on which the Common Stock is are scheduled to trade on such exchange
or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such
exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market,
then during the hour ending at 4:00 P.M., Eastern Standard Time).


 


(c) “Trading Market” means
NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange. 


 


(d) “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 in the “Pink Sheets” published by OTC Markets
Group, Inc. (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


 


[Signature Page to Follow]


 




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IN WITNESS WHEREOF, this Warrant Agent Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	 	ADITXT, INC.
	 	 	 
	 	By:	/s/ Amro Albanna
	 	Name: 	Amro Albanna
	 	Title:	Chief Executive Officer
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 	 
	 	By:	/s/ Young D. Kim
	 	Name:	Young D. Kim
	 	Title:	Compliance Officer


 




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EXHIBIT A


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


ADITXT, INC.

WARRANT CERTIFICATE

NOT EXERCISABLE AFTER ____________________


 


This certifies that the person
whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth below. Each Warrant
entitles its registered holder to purchase from ADITXT, INC., a company incorporated under the laws of the State of Delaware (the “Company”),
at any time prior to 5:00 P.M. (Eastern Standard Time) on [__], 2026, one share of common stock, par value $0.001 per share, of the Company
(each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of [$1.50]
per share, subject to possible adjustments as provided in the Warrant Agreement (as defined below).


 


This Warrant Certificate,
with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for another
Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates
surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate at the designated
office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed or accompanied by proper
instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant Agent may reasonably request and
duly stamped as may be required by the laws of the State of New York and of the United States of America.


 


The terms and conditions of
the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement dated
as of [__], 2021 (the “Warrant Agreement”) between the Company and VStock Transfer, LLC (the “Warrant Agent”).
A copy of the Warrant Agreement is available for inspection during business hours at the office of the Warrant Agent.


 


This Warrant Certificate shall
not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.


 


WITNESS the facsimile signature
of a proper officer of the Company.


 


	 	ADITXT, INC.
	 	 	 
	 	By:	   
	 	Name:	 
	 	Title:	 


 


Dated: _______________


 




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Countersigned:


 


	VSTOCK TRANSFER, LLC	 
	 	 	 
	By:	         	 
	Name:	 	 
	Title:	 	 


 


PLEASE DETACH HERE


 


Certificate No.:_________ Number of Warrants:__________


 


WARRANT CUSIP NO.: ___________


 




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EXHIBIT B


 


[Form of Election to Purchase]


 


(To Be Executed Upon Exercise Of Warrants not evidenced
by a Global Certificate)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by Warrants evidenced by this Warrant Certificate, to receive ____________ Warrant Shares and
herewith (i) tenders payment for such Warrant Shares to the order of ADITXT, INC., a Delaware corporation, in the amount of $ _________
in accordance with the terms hereof, or (ii) if permitted, makes the payment by the cancellation of such number of Warrant Shares as is
necessary, in accordance with the formula set forth in subsection 3.3.7(b), to exercise this Warrant with respect to the above number
of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3.3.7(b).


 


The undersigned requests that
a certificate for such Warrant Shares be registered in the name of ___________________________, whose address is _____________________________
and that such certificate be delivered to _______________________________, whose address is _____________________________________. If
the number of Warrants being exercised hereby is less than all the Warrants evidenced by this Warrant Certificate, the undersigned requests
that a new Warrant Certificate representing the remaining unexercised Warrants be registered in the name of ___________________________,
whose address is _____________________________ and that such Warrant Certificate be delivered to ______________________________________
whose address is _________________________________. 


 


	 	Signature,
	 	 	 
	Date:	 	 
	 	 	 
	 	[Signature Guarantee]


 




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EXHIBIT C


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	Amro Albanna	 	Chief Executive Officer	 	 


 


 


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