Exhibit
4.2


 





 






 


BIORESTORATIVE
THERAPIES, INC.


 


and


 


TRANSHARE
CORPORATION as


Warrant
Agent


 





 






 


Warrant
Agency Agreement


 


Dated
as of ___________, 2021


 




    	 



     


    

 


WARRANT
AGENCY AGREEMENT


 


WARRANT
AGENCY AGREEMENT, dated as of __________, 2021 (“Agreement”), by and between BioRestorative Therapies, Inc., a Delaware
corporation (the “Company”), and Transhare Corporation, a _______ corporation (“Transhare” or the
“Warrant Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to an offering by the Company of Warrants (as defined below), the Company wishes to issue Warrants in book entry form entitling
the respective holders of the Warrants (the “Holders”, which term shall include a Holder’s transferees, successors
and assigns and “Holder” shall include, if the Warrants are held in “street name”, a Participant (as defined
below) or a designee appointed by such Participant) to purchase an aggregate of up to ______ shares of Common Stock underlying the Warrants
(as defined below) upon the terms and subject to the conditions hereinafter set forth (the “Offering”);


 


WHEREAS,
the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with
the issuance, registration, transfer, exchange, exercise and replacement of the Warrants.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section
1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:


 


(a)
“Affiliate” has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).


 


(b)
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United
States or any day on which the Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 


(c)
“Close of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however,
that if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(e)
“Person” means an individual, corporation, association, partnership, limited liability company, joint venture, trust,
unincorporated organization, government or political subdivision thereof or governmental agency or other entity.


 


(f)
Warrants” means Common Stock Purchase Warrants of the Company with a term of exercise of ____ years following the Initial
Exercise Date.


 


(g)
“Warrant Certificate” means a certificate in substantially the form attached as Exhibit 1-A hereto, representing
such number of Warrant Shares (as defined below) as is indicated therein, provided that any reference to the delivery of a Warrant Certificate
in this Agreement shall include delivery of notice from the Depositary or a Participant (each as defined below) of the transfer or exercise
of the Warrant in the form of a Global Warrant (as defined below).


 


(h)
“Warrant Shares” means the shares of Common Stock underlying the Warrants and issuable upon exercise of the Warrants.


 


All
other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificates.


 


Section
2. Appointment of Successor Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the express terms or conditions hereof (and no implied terms and conditions), and the Warrant Agent hereby accepts such appointment.
The Company may from time to time appoint such Co-Warrant Agents as it may, in its sole discretion, deem necessary or desirable upon
ten (10) calendar days’ prior written notice to the Warrant Agent. The Warrant Agent shall have no duty to supervise, and shall
in no event be liable for, the acts or omissions of any such Co-Warrant Agent. In the event the Company appoints one or more co-Warrant
Agents, the respective duties of the Warrant Agent and any Co-Warrant Agent shall be as the Company shall reasonably determine, provided
that such duties and determination are consistent with the terms and provisions of this Agreement.


 




    	 



     


    

 








Section
3. Global Warrants.


 


(a)
The Warrants shall be issuable in book entry form (the “Global Warrants” and, each, a “Global Warrant”).
All of the Warrants shall initially be represented by one or more Global Warrants, deposited with the Warrant Agent and registered in
the name of Cede & Co., a nominee of The Depository Trust Company (the “Depositary”), or as otherwise directed
by the Depositary. Ownership of beneficial interests in the Warrants, shall be shown on, and the transfer of such ownership shall be
effected through, records maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts
with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”). For purposes
of Regulation SHO, a holder whose interest in a Global Warrant is a beneficial interest in certificate(s) representing such Warrant held
in book-entry form through the Depositary shall be deemed to have exercised its interest in such Warrant upon instructing its broker
that is a Participant to exercise its interest in such Warrant, provided that in each such case payment of the applicable aggregate Exercise
Price (other than in the case of a cashless exercise) is received within the earlier of (i) two trading days and (ii) the number of trading
days comprising the Standard Settlement Period, in each case following such instruction. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of trading days, on the Company’s primary trading market with respect
to the Common Stock as in effect on the date of delivery of the Exercise Notice. 


 


(b)
If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the
Warrant Agent regarding 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 Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent in writing to
deliver to each Holder a Warrant Certificate.


 


(c)
A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s
Global Warrants for a Warrant Certificate, evidencing the same number of Warrants, which request shall be in the form attached hereto
as Annex A (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request
Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery by the
Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”),
the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver, at the expense of the Company, to
the Holder a Warrant Certificate, for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Warrant
Certificate, shall be dated the original issue date of the Warrants, shall be executed by manual signature by an authorized signatory
of the Company, shall be in the form attached hereto as Exhibit 1-A or Exhibit 1-B, respectively. In connection with a
Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate, to the Holder within
three (3) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request
Notice (“Warrant Certificate Delivery Date”). Notwithstanding anything herein to the contrary, the Company shall act
as warrant agent with respect to any physical Warrant Certificate issued pursuant to this section. If the Company fails for any reason
to deliver to the Holder the Warrant Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery
Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced
by such Warrant Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant Certificate Request Notice
Date), $5 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Warrant Certificate, as applicable,
is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. In no event shall the Warrant
Agent be liable for the Company’s failure to deliver the Warrant Certificate by the Warrant Certificate Delivery Date. The Company
covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the
holder of the Warrant Certificate, as applicable, and, notwithstanding anything to the contrary set forth herein, the Warrant Certificate
shall be deemed for all purposes to contain all of the terms and conditions of the Warrants, evidenced by such Warrant Certificate, and
the terms of this Agreement, other than Sections 3(c) and 9 herein, shall not apply to the Warrants evidenced by the Warrant Certificate.


 


Section
4. Form of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Exercise
Notice”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1-A hereto
and the Warrant Certificate, together with the form of Exercise Notice and the form of assignment to be printed on the reverse thereof,
shall be in the form of Exhibit 1-B hereto.


 


Section
5. Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive
Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and have affixed thereto the Company’s
seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent by either manually or by facsimile signature
and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Warrant
Certificates shall cease to be such 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 Certificate 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 a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Agreement any
such person was not such an officer.


 




    	 



     


    

 


The
Warrant Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Warrant
Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the
number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant
Agent will create a special account for the issuance of Warrant Certificates.


 


Section
6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.
With respect to the Global Warrant, subject to the provisions of the Warrant Certificate, and the last sentence of this first paragraph
of Section 6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions the Company may give
to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination
Date (as such term is defined in the Warrant Certificate), any Warrant Certificate or Warrant Certificates or Global Warrant or Global
Warrants may be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant Certificates or Global Warrant
or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as the Warrant Certificate or Warrant Certificates
or Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine
or exchange any Warrant Certificate or Global Warrant shall make such request in writing delivered to the Warrant Agent, and shall surrender
the Warrant Certificate or Warrant Certificates, together with the required form of assignment and certificate duly executed and properly
completed and such other documentation as the Warrant Agent may reasonably request, to be transferred, split up, combined or exchanged
at the office of the Warrant Agent designated for such purpose, provided that no such surrender is applicable to the Holder of a Global
Warrant. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by evidence of authority
of the party making such request that may be reasonably required by the Warrant Agent. Thereupon the Warrant Agent shall, subject to
the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Warrant
Certificates. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires
the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.


 


Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate,
which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining,
and, in case of loss, theft or destruction, of indemnity or security reasonably acceptable to the Company and the Warrant Agent, and
satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State
of Delaware, 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 Company will make and deliver a new Warrant Certificate
of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 


Section
7. Exercise of Warrants; Exercise Price; Termination Date.


 


(a)
The Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate
and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Termination
Date (as such term is defined in the Warrant Certificate). Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant,
may exercise the Warrant, in whole or in part upon surrender of the Warrant Certificate, if required, with the properly completed and
duly executed Exercise Notice and payment of the Exercise Price (unless exercised via a cashless exercise), which may be made, at the
option of the Holder, by wire transfer or by certified or official bank check in United States dollars, to the Warrant Agent at the office
of the Warrant Agent designated for such purposes. In the case of the Holder of a Global Warrant, the Holder shall deliver the duly executed
Exercise Notice and the payment of the Exercise Price as described herein. Notwithstanding any other provision in this Agreement, a holder
whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another
established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other
clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise
that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts
maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant
Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those
accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original
Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice
be required.


 




    	 



     


    

 





(b)
Upon receipt of an Exercise Notice for a Cashless Exercise, the Warrant Agent shall deliver a copy of the Exercise Notice to the Company
and request from the Company and the Company shall promptly calculate and transmit to the Warrant Agent in writing the number of Warrant
Shares issuable in connection with such Cashless Exercise. The Warrant Agent shall have no obligation under this Agreement to calculate,
the number of Warrant Shares issuable in connection with a Cashless Exercise nor shall the Warrant Agent have any duty or obligation
to investigate or confirm whether the Company’s determination of the number of Warrant Shares issuable upon such exercise, pursuant
to this Section 7, is accurate or correct.


 


(c)
Upon the Warrant Agent’s receipt of a Warrant Certificate, at or prior to the Close of Business on the Termination Date set forth
in such Warrant Certificate, with the executed Exercise Notice and payment of the Exercise Price for the shares to be purchased (other
than in the case of a Cashless Exercise) and an amount equal to any applicable tax, or governmental charge referred to in Section 6 by
wire transfer, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Global Warrant,
the delivery of the executed Exercise Notice and the payment of the Exercise Price (other than in the case of a Cashless Exercise) and
any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate,
or Global Warrant, to be delivered to or upon the order of the Holder of such Warrant Certificate, or Global Warrant, registered in such
name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Warrant
Certificate). If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised
via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting
the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes
obligated to pay any amounts to any Holders pursuant to Sections 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall
be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except
in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate
Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof
by the Warrant Share Delivery Date, the Warrant Agent will not obligated to deliver such Warrant Shares (via DWAC or otherwise) until
following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one day for each day (or
part thereof) until such payment is delivered to the Warrant Agent.


 


(d)
The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company
maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise
the Company via email at the end of each day on which exercise notices are received or funds for the exercise of any Warrant are received
of the amount so deposited to its account.


 


(e)
In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, upon the request of the Holder,
a new Warrant Certificate evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued
by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 2(d)(ii)
of the Warrant Certificate, subject to the provisions of Section 6 hereof.


 


Section
8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for
cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificates shall
be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the
Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant Certificates
to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such case shall deliver
a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant Agent to
retain such canceled certificates.


 




    	 



     


    

 


Section
9. Certain Representations; Reservation and Availability of Shares of Common Stock or Cash.


 


(a)
This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery
hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance
with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution thereof by
the Warrant Agent pursuant hereto and payment therefor by the Holders, constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity
or at law).


 


(b)
As of the date hereof, the authorized capital stock of the Company consists of (i)300,000,000,000 shares of Common Stock, of which ______shares
of Common Stock are issued and outstanding, and ______ shares of Common Stock are reserved for issuance upon exercise of the Warrants,
(ii) 20,000,000 shares of Preferred Stock, none of which are issued and outstanding, and (iii) 1,175,000 shares of Common Stock are authorized
for issuance to employees, consultants and directors pursuant to the Company’s stock plan, under which options to purchase ________shares
are issued and outstanding. Except for warrants and options for the purchase of an aggregate of ____ shares of Common Stock, there are
no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital
stock of the Company.


 


(c)
The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common
Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of
Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d)
The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants.


 


(e)
The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock
upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable
in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for
Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue
or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall
have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender)
or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental
charge is due.


 


Section
10. Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose broker’s
account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to
have become the holder of record for the Common Stock represented thereby on, and such certificate shall be dated, the date on which
submission of the Exercise Notice was made, provided that the Warrant Certificate evidencing such Warrant was duly surrendered (but only
if required herein) and payment of the Exercise Price (and any applicable transfer taxes) was received on or prior to the Warrant Share
Delivery Date; provided, however, that, if the date of submission of the Exercise Notice is a date upon which the Common
Stock transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such
certificate shall be dated, the next succeeding day on which the Common Stock transfer books of the Company are open.


 


Section
11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the
number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided
in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the
Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the
Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall
be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect
to the shares contained in Section 3 of the Warrant Certificate, and the provisions of Sections 7, 9 and 13 of this Agreement with respect
to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent
to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted
Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject
to further adjustment as provided herein.


 




    	 



     


    

 


Section
12. Certification of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of
shares of Common Stock issuable upon the exercise of each Warrant Certificate is adjusted as provided in Section 11 or 13, the Company
shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant Certificate, as so adjusted, and a brief, reasonably
detailed statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent
for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent, at the Company’s expense, to send a brief summary
thereof to each Holder of a Warrant Certificate. The Warrant Agent shall be fully protected in relying on such certificate and on any
adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge
of any such adjustment or any such event unless and until it shall have received such certificate.


 


Section
13. Fractional Shares of Common Stock.


 


(a)
The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any
fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding
of such fraction to the nearest whole Warrant (rounded up).


 


(b)
The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence
fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed,
the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section
14. Concerning the Warrant Agent.


 


(a)
The Company agrees to pay to the Warrant Agent, pursuant to the fee schedule mutually agreed upon by the parties hereto and provided
separately on the date hereof, for all services rendered by it hereunder and, from time to time, its reasonable expenses and counsel
fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement
and the exercise and performance of its duties hereunder.


 


(b)
The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable
fees and expenses of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject,
arising from or out of, directly or indirectly, any claims or liability resulting from its actions or omissions as Warrant Agent pursuant
hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to,
such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence,
bad faith, or willful misconduct (each as determined by a final non-appealable court of competent jurisdiction). Notwithstanding anything
in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement will be limited to the amount of annual fees
paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant
Agent is being sought. The costs and expenses incurred by the Warrant Agent in enforcing this right of indemnification shall be paid
by the Company.


 


(c)
Upon the assertion of a claim for which the Company may be required to indemnify the Warrant Agent, the Warrant Agent shall promptly
notify the Company of such assertion, and shall keep the other party reasonably advised with respect to material developments concerning
such claim. However, failure to give such notice shall not affect the Warrant Agent’s right to and the Company’s obligations
for indemnification hereunder.


 


(d)
Neither party to this Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental damages
under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any
act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.


 


(e)
Notwithstanding anything contained herein to the contrary, the rights and obligations of the parties set forth in this Section 14 shall
survive termination of this Agreement, the expiration of the Warrants or the resignation, removal or replacement of the Warrant Agent.


 




    	 



     


    

 


Section
15. Purchase or Consolidation or Change of Name of Warrant Agent. Any Person into which the Warrant Agent or any successor Warrant
Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Warrant
Agent or any successor Warrant Agent shall be party, or any Person succeeding to the stock transfer or other shareholder services business
of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties hereto, provided that such Person would be eligible for appointment
as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor Warrant Agent shall succeed to the
agency created by this Agreement any of the Warrant Certificates shall have been countersigned but not delivered, any such successor
Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all
such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 


In
case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.


 


Section
16. Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following
express terms and conditions (and no implied terms and conditions), by all of which the Company, by its acceptance hereof, shall be bound
and shall not assume any obligations or relationship of agency or trust with any of the Holders of the Warrants or any other Person:


 


(a)
The Warrant Agent may consult with legal counsel selected by it (who may be legal counsel for the Company), and the opinion and advice
of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it
in accordance with such opinion or advice.


 


(b)
Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed
by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate shall be full authorization
and protection to the Warrant Agent and the Warrant Agent shall incur no liability for or in respect of any action taken, suffered or
omitted to be taken by it under the provisions of this Agreement in reliance upon such certificate. The Warrant Agent shall have no duty
to act without such a certificate as set forth in this Section 16(b).


 


(c)
Subject to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence, bad
faith or willful misconduct (each as determined in a final, non-appealable judgment of a court of competent jurisdiction).


 


(d)
The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in
the Warrant Certificates (including in the case of any notation in book entry form to reflect ownership), except its countersignature
thereof, by the Company or be required to verify the same, but all such statements and recitals are and shall be deemed to have been
made by the Company only.


 


(e)
The Warrant Agent shall not have any liability or be under any responsibility in respect of the validity of this Agreement or the execution
and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant
Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the
making of any change in the number of shares of Common Stock required under the provisions of Section 11 or 13 or responsible for the
manner, method or amount of any such change or adjustment or the ascertaining of the existence of facts that would require any such adjustment
or change (except with respect to the exercise of Warrants evidenced by Warrant Certificates after actual notice of any adjustment of
the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common
Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 


(f)
Each party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may reasonably be required by the other party hereto for the
carrying out or performing by any party of the provisions of this Agreement.


 




    	 



     


    

 


(g)
The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief
Executive Officer, Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or instructions
in connection with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered
to be taken by it in good faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions
without gross negligence, bad faith or willful misconduct.


 


(h)
The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract
with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing
herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other Person.


 


(i)
The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or
misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct,
absent gross negligence or bad faith in the selection and continued employment thereof (which gross negligence and bad faith must be
determined by a final, non-appealable judgment of a court of competent jurisdiction).


 


(j)
The Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject
it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment
or indemnity satisfactory to it.


 


(k)
The Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to
any registration statement filed with the Securities and Exchange Commission or this Agreement, including without limitation obligations
under applicable regulation or law.


 


(l)
The Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by
an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or
other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing;
or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered,
changed, amended or repealed.


 


(l)
In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request
or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain
from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant or any
other Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which
eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 


This
Section 16 shall survive the expiration of the Warrants, the termination of this Agreement and the resignation, replacement or removal
of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.


 


Section
17. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon thirty (30)
days’ notice in writing sent to the Company and, in the event that the Warrant Agent or one of its affiliates is not also the transfer
agent for the Company, to each transfer agent of the Common Stock. In the event the transfer agency relationship in effect between the
Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its
duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required
notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days’ notice in writing,
sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the
Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit this Warrant Certificate for inspection
by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a
new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant
agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a Person, other than a
natural person, organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized
under such laws to exercise stock transfer powers and is subject to supervision or examination by federal or state authority and which
has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor
Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant
Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property
at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose but
such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the Company)
or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company
shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice
thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or
any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of
the successor Warrant Agent, as the case may be.


 




    	 



     


    

 


Section
18. Issuance of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary,
the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors
to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities
or property purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.


 


Section
19. Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of
any Warrant Certificate to or on the Company, (ii) by the Company or by the Holder of any Warrant Certificate to or on the Warrant Agent
or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate, shall be deemed given when in writing (a) on the
date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal Express or another
recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth Business Day following
the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested), and (d) the date of transmission,
if such notice or communication is delivered via facsimile or e-mail attachment at or prior to 5:30 p.m. (New York City time) on a Business
Day and (e) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile or e-mail
attachment on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the
parties at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	 	(a)	If
    to the Company, to: 


 


BioRestorative
Therapies, Inc.


40
Marcus Drive


Suite
One


Melville,
New York 11747


Attention:
Chief Executive Officer


 Fax:
 (631) 760-8414


Email:
lalstodt@biorestorative.com


 


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


 


Certilman
Balin Adler & Hyman, LLP


90
Merrick Avenue


9th
Floor


East
Meadow, New York 11554


Attention:
Fred Skolnik, Esq.


Fax:
(516) 296-7111


Email:
fskolnik@certilmanbalin.com


 




    	 



     


    

 


	 	(b)	If
    to the Warrant Agent, to: 


 


Transhare
Corporation


Bayside
Center 1


17755
North US Highway 19


Suite
140


Clearwater,
Florida 33764


Email:
kwhiteside@Transhare.com


 


For
any notice delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service to
be delivered on the next Business Day following such email, unless the recipient of such email has acknowledged via return email receipt
of such email.


 


(c)
If to the Holder of any Warrant Certificate, to the address of such Holder as shown on the registry books of the Company. Any notice
required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding
any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such notice
shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.


 


Section
20. Supplements and Amendments.


 


(a)
The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global
Warrants in order to (i) add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrants, (ii)
to surrender any rights or power reserved to or conferred upon the Company in this Agreement, (iii) to cure
any ambiguity, (iv) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions
herein, or (v) to make any other provisions with regard to matters or questions arising hereunder which the Company and the Warrant Agent
may deem necessary or desirable, provided that such addition, correction or surrender shall not adversely affect the interests
of the Holders of the Global Warrants or Warrant Certificates in any material respect.


 


(b)
In addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority
of the shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights
of the Holders of the Global Warrants; provided, however, that no modification of the terms (including but not limited
to the adjustments described in Section 11) upon which the Warrants are exercisable or reducing the percentage required for consent to
modification of this Agreement may be made without the consent of the Holder of each outstanding warrant certificate affected thereby;
provided further, however, that no amendment hereunder shall affect any terms of any Warrant Certificate issued in a Warrant
Exchange. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver to the Warrant
Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment complies with the terms of
this Section 20. No supplement or amendment to this Agreement shall be effective unless duly executed by the Warrant Agent.


 


Section
21. Successors. All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns hereunder.


 


Section
22. Benefits of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders
of Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section
23. Governing Law; Jurisdiction. This Agreement and each Warrant Certificate issued hereunder shall be governed by, and construed
in accordance with, the laws of the State of New York without giving effect to the conflicts of law principles thereof. The Company hereby
agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, 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 inconvenience forum.


 




    	 



     


    

 


Section
24. Counterparts. This Agreement may be executed in any number of 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. A signature to this
Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.


 


Section
25. Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


 


Section
26. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Agreement; provided, however, that if such prohibited and invalid provision shall adversely affect the rights, immunities,
liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately upon written notice
to the Company.


 


Section
27. Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for any delays
or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts,
shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures
or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.


 


Section
28. Entire Agreement. The parties hereto acknowledge that there are no agreements or understandings, written or oral, between
them with respect to matters contemplated hereunder other than as set forth herein and the Warrant Certificates, that this Agreement
and the Warrant Certificates contain the entire agreement between them with respect to the subject matter hereof and thereof.


 


Section
29. Fees; Expenses. As consideration for the services provided by Transhare (the “Services”), the Company shall
pay to Transhare the fees set forth on Schedule 1 hereto (the “Fees”). If the Company requests that Transhare
provide additional services not contemplated hereby, the Company shall pay to Transhare fees for such services at Transhare’s reasonable
and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties
at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”)


 


(a)
The Company shall reimburse Transhare for all reasonable and documented expenses incurred by Transhare (including, without limitation,
reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided,
however, that Transhare reserves the right to request advance payment for any out-of-pocket expenses. The Company agrees to pay
all Service Fees and Expenses within thirty (30) days following receipt of an invoice from Transhare.


 


(b)
The Company agrees and acknowledges that Transhare may adjust the Service Fees annually, on or about each anniversary date of this Agreement,
by the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published
by the U.S. Department of Labor, Bureau of Labor Statistics.


 


(c)
Upon termination of this Agreement for any reason, Transhare shall assist the Company with the transfer of records of the Company held
by Transhare. Transhare shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation
and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are
received after the termination of this Agreement (the “Record Transfer Services”).


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	BIORESTORATIVE
    THERAPIES, INC.
	 	 	 
	 	By:
    	 
	 	Name:	Lance
    Alstodt
	 	Title:	President
    and CEO
	 	 	 
	 	TRANSHARE
    CORPORATION
	 	 	 
	 	By:
    	 
	 	Name:	 
	 	Title:	 


 







    	 



     


    

 


Annex
A: Form of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
___________ as Warrant Agent for BioRestorative Therapies, Inc. (the “Company”)


 


The
undersigned Holder of [_______] [_______] Common Stock Purchase Warrants (“Warrants”) in the form of [_______] [_______]
Global Warrants issued by the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held by the Holder as specified
below:


 


	1.	Name
    of Holder of [_______] [_______] Warrants in form of Global Warrants: ___________________________
	 	 
	2.	Name
    of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________
	 	 
	3.	Number
    of Warrants in name of Holder in form of Global Warrants: ___________________
	 	 
	4.	Number
    of Warrants for which Warrant Certificate shall be issued: __________________
	 	 
	5.	Number
    of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________
	 	 
	6.	[_______]
    [_______] Warrant Certificate shall be delivered to the following address:


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 





The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number
of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ____________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ______________________________


 


Name
of Authorized Signatory: ________________________________________________


 


Title
of Authorized Signatory: _________________________________________________


 


Date:
_______________________________________________________________


 




    	 



     


    

 


Exhibit
1-A: Form of Warrant Certificate


 




    	 



     


    

 

















Schedule
1


 


Fees


 


	
Monthly Warrant Administration Fee (per Warrant Issue) 
 
	 	 	
[$_____]
 
	 
	 	 	 	 	 
	EXCHANGE OF WARRANTS INTO COMMON SHARES	 	 	 	 
	Per Manual Exercise of Warrants (until established on DTC WARR System)	 	 	[$_____]	 



 


SPECIAL
SERVICES


 


Services
not included herein (including, without limitation, trustee and custodial services, exchange/tender offer services and stock dividend
disbursement services) but requested by the Company may be subject to additional charges.


 


Out-of-pocket
Expenses


 


All
customary out-of-pocket expenses will be billed in addition to the foregoing fees. These charges include, but are not limited to, printing
and stationery, freight and materials delivery, postage and handling.


The
foregoing fees apply to services ordinarily rendered by Transhare and are subject to reasonable adjustment based on final review of documents.