Exhibit 4.2


 


Form of Placement Agent Warrant


 


THE REGISTERED HOLDER
OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY
(180) DAYS FOLLOWING THE EFFECTIVE DATE (AS DEFINED BELOW) OF THE REGISTRATION STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD Securities,
LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1),
OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE,
PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER,
EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2).


 


THIS PURCHASE WARRANT
IS NOT EXERCISABLE PRIOR TO [●], 20[__] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00
P.M., EASTERN TIME, [●], 20[__] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase of [●] Shares of
Common Stock


 


of

ADOMANI, Inc.


 


1.
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Placement Agency Agreement by and between ADOMANI,
Inc., a Delaware corporation (the “Company”), and Boustead Securities, LLC (“Boustead”),
as placement agent, dated January 5, 2018 (the “Placement Agency Agreement”), Boustead (in such capacity with
its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled,
at any time or from time to time from [●], 20[__] (the “Exercise Date”) [THE DATE THAT IS 180 DAYS AFTER
THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, [●], 20[ ] [DATE THAT IS FIVE
YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for,
purchase and receive, in whole or in part, up to [●] shares of common stock of the Company, par value $0.00001 per share
(the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day
on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on
the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof
and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase
Warrant is initially exercisable at $[●] per Share [125.0% of the price of the Units
sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof,
the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon
such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise
price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto
in the Placement Agency Agreement.


 



     


     

    




2.
Exercise.


 


2.1 Exercise Form.
In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A (the “Exercise Form”)
must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise
Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by
the Company or by certified check or official bank check to the order of the Company. If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and
be void without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2 Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant
to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the
portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the Exercise Form, in which
event the Company shall issue to Holder, Shares in accordance with the following formula:


 





	X=	 	Y(A-B) 

        A



 


		Where,	



		X =	the number of Shares to be issued to the Holder pursuant to this Section 2;



		Y =	the number of Shares that would be issuable upon exercise of this Purchase Warrant if such exercise
were by means of a cash exercise pursuant to Section 2.1 rather than a cashless exercise pursuant to this Section 2.2;



		A =	the fair market value of one Share, as determined in accordance with the provisions of this Section
2; and



		B =	the Exercise Price in effect under this Purchase Warrant at the time the election to exercise
the Purchase Warrant on a cashless basis is made pursuant to this Section 2.



 


For purposes of this Section
2.2, the fair market value of a Share is defined as follows:


 


(i)                
if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the arithmetic average
of the closing price on such exchange for the five (5) consecutive trading days ending on the date immediately preceding the date
of the Exercise Form submitted in connection with the exercise of this Purchase Warrant; or


 



(ii)              
if the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the arithmetic
average of the closing bid price for the five (5) consecutive trading days ending on the date immediately preceding the date of
the Exercise Form submitted in connection with the exercise of the Purchase Warrant; or


 



(iii)            
if there is no active public market for the Company’s common stock, the value shall be the fair market value thereof,
as determined in good faith by the Company’s Board of Directors.


 


2.3 Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Act”):


 



     


     

    




“The securities represented
by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable
state securities laws. Neither the securities nor any interest therein may be offered for sale, sold, transferred or assigned (i)
in the absence of (a) an effective registration statement for the securities under the Act or (b) an opinion of counsel selected
by the Holder, in form and substance reasonably acceptable to the Company, that registration is not required under the Act.”


 


3.
Transfer.


 


3.1 General Restrictions.
The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not for a period
of one hundred eighty (180) days following the effective date (the “Effective Date”) of the Registration Statement
on Form S-1 (No. 333-220983) (the “Registration Statement”): (a) sell, transfer, assign, pledge or hypothecate
this Purchase Warrant to anyone other than: (i) Boustead or a placement agent or a selected dealer participating in the offering
(the “Offering”) contemplated by the Placement Agency Agreement, or (ii) officers or partners of Boustead, each
of whom shall have agreed to the restrictions contained herein, in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause
this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call
transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except
as provided for in FINRA Rule 5110(g)(2). On and after that date that is one hundred eighty (180) days after the Effective
Date of the Registration Statement, transfers to others may be made subject to compliance with or exemptions from applicable securities
laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as
Exhibit B duly executed and completed, together with this Purchase Warrant and payment of all transfer taxes, if any, payable
in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company
and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly
evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be
contemplated by any such assignment.


 


3.2 Restrictions
Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until the Company
has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of
the Company.


 


4.
[Reserved].


 


5.
New Purchase Warrants to be Issued.


 


5.1 Partial Exercise
or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax
if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new
Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase
the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2 Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant
and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant
of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.


 



     


     

    




6.
Adjustments.


 


6.1 Adjustments
to Exercise Price and Number of Shares. The Exercise Price and the number of Shares underlying this Purchase Warrant shall
be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1 Share Dividends;
Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares,
and the Exercise Price shall be proportionately decreased.


 


6.1.2 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective
date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares,
and the Exercise Price shall be proportionately increased.


 


6.1.3 Replacement
of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects the par value of such Shares,
or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other
than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another
corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of
exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following
any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant
immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1
or Section 6.1.2, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2 and this Section
6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


6.1.4 Changes in Form
of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1.
The acceptance by any Holder of the issuance of a new Purchase Warrant reflecting a required or permissive change shall not be
deemed to waive any rights to an adjustment occurring after the date hereof or the computation thereof.


 


6.2 Substitute Purchase
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into,
another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification
or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall
execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding
or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise
of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might
have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental
Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6.
The above provision of this Section 6 shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 



     


     

    




6.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the
exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 


7.
Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized Shares, solely
for the purpose of issuance upon exercise of this Purchase Warrant, such number of Shares or other securities, properties or rights
as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant and
payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder.


 


8.
Certain Notice Requirements.


 


8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such
event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice
Date”) for the determination of the stockholders entitled to such dividend, distribution, conversion or exchange of securities
or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company
shall deliver to each Holder a copy of each notice given to the other stockholders of the Company at the same time and in the same
manner that such notice is given to the stockholders.


 


8.2 Events Requiring
Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer
to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation
or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale
of all or substantially all of its property, assets and business shall be proposed.


 


8.3 Notice of Change
in Exercise Price. The Company shall, within a reasonable time after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and
accurate by the Company’s Chief Financial Officer.


 



     


     

    




8.4 Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made (1) when hand delivered, (2) when mailed by express mail or private courier service, (3) when
the event requiring notice is disclosed in all material respects and filed in a current report on Form 8-K or in a definitive proxy
statement on Schedule 14A prior to the Notice Date or (4) if sent by electronic mail, on the day the notice was sent if during
regular business hours and, if sent outside of regular business hours, on the following business day: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company,
to following address or to such other address as the Company may designate by notice to the Holders:


 


If to the Holder:


 


Boustead Securities, LLC

6 Venture, Suite 325


Irvine, California 92618

Attn: Daniel J. McClory, Head of Equity Capital Markets


 


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


 


Orrick, Herrington & Sutcliffe LLP


405 Howard Street


San Francisco, California 94105


Attn: Andrew Thorpe, Esq.


 


 


If to the Company:


 


ADOMANI, Inc.


4740 Green River Road, Suite 106


Corona, California 92880


Email: jim.r@adomanielectric.com


Attn: Jim Reynolds, Chief Executive Officer


 


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


 


K&L Gates LLP

1 Park Plaza,


12th Floor


Irvine, California 92614

Attn: Michael A. Hedge


 


9.
Miscellaneous.


 


9.1 Amendments.
The Company and Boustead may from time to time supplement or amend this Purchase Warrant in order to cure any ambiguity, to correct
or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make
any other provisions in regard to matters or questions arising hereunder that the Company and Boustead may deem necessary or desirable.
All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.


 



     


     

    




9.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3 Entire Agreement.
This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this
Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4 Binding Effect.
This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted
assignees and respective successors and no other person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5 Governing Law;
Submission to Jurisdiction. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in
the state or federal courts located in Orange County, California, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company
and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all
of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.


 


9.6 Waiver, etc.
The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver
of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and
no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent
breach, non-compliance or non-fulfillment.


 


9.8 Execution in
Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


[Remainder of page intentionally left
blank.]


 






     


     

    

IN WITNESS WHEREOF, the Company has
caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 201__.


 


 


 


	ADOMANI, Inc.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


 


 


	 	Acknowledged and Agreed:
	 	 	 
	 	BOUSTEAD SECURITIES, LLC
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 





 





 






     


     

    

EXHIBIT A


 


EXERCISE FORM


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
ADOMANI, Inc., a Delaware corporation (the “Company”), evidenced by the attached Common Stock Purchase Warrant
(the “Purchase Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Purchase Warrant.


 



	X =	1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made
    as: Y(A-B)      A	 



 


[__] a “Cash
Exercise” with respect to ______________ Warrant Shares; and/or


 


[__] a “Cashless
Exercise” with respect to _______________ Warrant Shares.


 


2. Payment of Exercise
Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Purchase Warrant.


 


3. Delivery of Warrant
Shares. Please issue the Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


____________________________________________


 


 


If the Warrant Shares will be delivered
electronically via DWAC, please issue them to the following account:


 


Name of DTC Participant: ____________________________________________


 


DTC Participant Number: ____________________________________________


 


Name of Account at DTC Participant to be
credited with the Warrant Shares: ____________________________________________


 


Account Number at DTC Participant to be
credited with the Warrant Shares: ____________________________________________


 


Date: _______________ __, ______


 


 


 


	Name of Investing Entity:	 	 




	Signature of Authorized Signatory of
Investing Entity: 	 	 




	Name of Authorized Signatory:	 	 




	Title of Authorized Signatory:	 	 




	Date:	 	 






 





 






    A-1


     

    

EXHIBIT B


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED,
the undersigned registered owner of this Purchase Warrant hereby sells, assigns and transfers unto the Assignee named below all
of the rights of the undersigned within the Purchase Warrant, with respect to the number of shares of Common Stock set forth below.


 


 


 


	Name of Assignee	 	Address and Phone Number	 	No. of Shares


 


 


The undersigned also
represents that, by assignment hereof, the Assignee acknowledges that this Purchase Warrant and the shares of stock to be issued
upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise
dispose of this Purchase Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances
which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee
has acknowledged that upon exercise of this Purchase Warrant, the Assignee shall, if requested by the Company, confirm in writing,
in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view
toward distribution or resale.


 


 


 


	Signature of Holder
	Date


 


 


The undersigned assignee
agrees to be bound by all of the terms and conditions of this Purchase Warrant.


 


 


 


	Signature of Assignee
	Date


 


 


 


 


 


B-1