Exhibit
4.2








 


[FORM
OF PLACEMENT AGENT WARRANT]


 


THE
NUMBER OF CLASS A COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF
PURSUANT TO SECTION 1(a) OF
THIS WARRANT.


 


THE
WARRANT AND WARRANT SHARES SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING,
SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES BY
ANY PERSON FOR A PERIOD OF 180 DAYS IMMEDIATELY FOLLOWING THE COMMENCEMENT OF SALES OF THE PUBLIC OFFERING PURSUANT TO WHICH THE
WARRANTS WERE ISSUED, EXCEPT AS PROVIDED IN FINRA RULE 5110(E)(2) AS AMENDED FROM TIME TO TIME.


 


DOGNESS
(INTERNATIONAL) CORPORATION


 


Placement
Agent Warrant To Purchase Class A Common Shares


 


Warrant
No.:


 


Date
of Issuance: [        ], 2021 (“Issuance Date”)


 


DOGNESS
(INTERNATIONAL) CORPORATION, a British Virgin Islands business company (the “Company”), hereby certifies that,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _______,
the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant
to Purchase Class A Common Shares (including any Warrants to Purchase Class A Common Shares issued in exchange, transfer or replacement
hereof, the “Warrant”), at any time or times on or after the six months from Issuance Date, but not
after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________ (subject to adjustment as provided
herein) fully paid and non-assessable Common Shares (as defined below) (the “Warrant Shares”, and such number
of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant
shall have the meanings set forth in Section 19. This Warrant is being issued pursuant to the Placement Agent Agreement between
the Company and FT Global Capital, Inc. dated November 19, 2020 (the “PA Agreement”) and for purposes of this
Warrant is one of the Warrants to Purchase Class A Common Shares (the “Registered Warrants”) issued pursuant
to (i) Section 1 of that certain Securities Purchase Agreement, dated as of January 15, 2021 (the “Subscription Date”),
by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time to time
(the “Securities Purchase Agreement”) and (ii) the Company’s Registration Statement on Form F-3 (File
number 333-229505) (the “Registration Statement”).


 




    	 	 	 



     


    

 





1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f)), this Warrant may be exercised by the Holder on any day beginning six months after the Issuance Date
(an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice,
in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election
to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver
payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number
of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via
wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise
was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original
of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than
all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant
evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all
of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery
of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date
on which the Company has received an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment
of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder
and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction
to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before the second (2nd) Trading
Day following the date on which the Company has received such Exercise Notice (or such earlier date as required pursuant to the
1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable
Exercise Date), the Company shall (i) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Common Shares to which
the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through
its Deposit/Withdrawal at Custodian system, or (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified
in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Common Shares to
which the Holder shall be entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery
of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise
pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater
than the number of Warrant Shares being acquired upon an exercise and upon surrender of this Warrant to the Company by the Holder,
then, at the request of the Holder, the Company shall as soon as practicable and in no event later than two (2) Business Days
after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with
Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise
under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Common Shares
are to be issued upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded up to
the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including,
without limitation, fees and expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of
Warrant Shares upon exercise of this Warrant. Notwithstanding the foregoing, except in the case where an exercise of this Warrant
is validly made pursuant to a Cashless Exercise, the Company’s failure to deliver Warrant Shares to the Holder on or prior
to the later of (A) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant
to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on
the applicable Exercise Date) and (B) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or
valid notice of a Cashless Exercise) (such later date, the “Share Delivery Date”) shall not be deemed to be
a breach of this Warrant. From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer
agent that participates in the DTC’s Fast Automated Securities Transfer Program.


 




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(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $2.70, subject to adjustment as
provided herein.


 


(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on or
prior to the Share Delivery Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, to issue and deliver to the Holder (or its designee) a certificate for the number of Warrant Shares to which the Holder
is entitled and register such Warrant Shares on the Company’s share register or, if the Transfer Agent is participating
in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder’s designee
with DTC for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant (as
the case may be) or (II) if the Registration Statement (or prospectus contained therein) covering the issuance of the Warrant
Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for
the issuance of such Unavailable Warrant Shares and the Company fails to promptly (x) so notify the Holder and (y) deliver the
Warrant Shares electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the
Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its
Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as
a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”),
then, in addition to all other remedies available to the Holder, (X) the Company shall pay in cash to the Holder on each day after
the Share Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of
Common Shares not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, multiplied
by (B) any trading price of the Common Shares selected by the Holder in writing as in effect at any time during the period beginning
on the applicable Exercise Date and ending on the applicable Share Delivery Date, and (Y) the Holder, upon written notice to the
Company, may void its Exercise Notice with respect to, and retain or have returned, as the case may be, any portion of this Warrant
that has not been exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice shall not affect
the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section
1(c) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Date either (I) the Transfer Agent is not
participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to the Holder
(or its designee) a certificate and register such Common Shares on the Company’s share register or, if the Transfer Agent
is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit the balance account
of the Holder or the Holder’s designee with DTC for the number of Common Shares to which the Holder is entitled upon the
Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below or (II) a Notice
Failure occurs, and if on or after such Share Delivery Date the Holder purchases (in an open market transaction or otherwise)
Common Shares corresponding to all or any portion of the number of Common Shares issuable upon such exercise that the Holder is
entitled to receive from the Company and has not received from the Company in connection with such Delivery Failure or Notice
Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company
shall, within two (2) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash
to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the Common Shares so purchased (including, without limitation, by any other Person in respect, or on behalf,
of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver
such certificate (and to issue such Common Shares) or credit the balance account of such Holder or such Holder’s designee,
as applicable, with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder
(as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and
deliver to the Holder a certificate or certificates representing such Warrant Shares or credit the balance account of such Holder
or such Holder’s designee, as applicable, with DTC for the number of Warrant Shares to which the Holder is entitled upon
the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any)
of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the
Common Shares on any Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the
date of such issuance and payment under this clause (ii) (the “Buy-In Payment Amount”). Nothing shall limit
the 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 certificates
representing Common Shares (or to electronically deliver such Common Shares) upon the exercise of this Warrant as required pursuant
to the terms hereof. While this Warrant is outstanding, the Company shall cause its transfer agent to participate in the DTC Fast
Automated Securities Transfer Program. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable
number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have
the right to rescind such exercise in whole or in part and retain and/or have the Company return, as the case may be, any portion
of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall
not affect the Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant to
this Section 1(c) or otherwise, and (ii) if a registration statement (which may be the Registration Statement) covering the issuance
or resale of the Warrant Shares that are subject to an Exercise Notice is not available for the issuance or resale, as applicable,
of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise Notice prior to receiving notice of the non-availability
of such registration statement and the Company has not already delivered the Warrant Shares underlying such Exercise Notice electronically
without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian
system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in whole or
in part and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised pursuant to such
Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s obligation to make any
payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch some
or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 




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(d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at
the time of exercise hereof the Registration Statement is not effective (or the prospectus contained therein is not available
for use) for the issuance to the Holder of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this
Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such
exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”
of Warrant Shares determined according to the following formula (a “Cashless Exercise”):


 





	 	 	Net
    Number = (A x B) - (A x C)
	 	 	                                      D
	 	 	 
	 	 	For
    purposes of the foregoing formula:


 


A=
the total number of shares with respect to which this Warrant is then being exercised.


 


B
= the quotient of (x) the sum of the VWAP of the Common Shares of each of the twenty (20) Trading Days ending at the close of
business on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided
by (y) twenty (20).


 


C
= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


D
= as elected by the Holder, either (i) the Closing Sale Price of the Common Shares on the Trading Day immediately preceding the
date of the applicable Exercise Notice, (ii) the Bid Price of the Common Shares as of the time of the Holder’s execution
of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading
Day and is delivered within two (2) hours thereafter pursuant to Section 1(a) hereof, or (iii) the Closing Sale Price of
the Common Shares on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such
Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading
hours” on such Trading Day.


 




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If
the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the 1933 Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule
144(d) promulgated under the 1933 Act, as in effect on the Subscription Date, it is intended that the Warrant Shares issued in
a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be
deemed to have commenced, on the date this Warrant was originally issued pursuant to the Placement Agency Agreement.


 


(e)
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 to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant
Shares that are not disputed and resolve such dispute in accordance with Section 15.


 


(f)
Limitations on Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall
not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such
exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder
together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the
aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number
of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon exercise
of this Warrant with respect to which the determination of such sentence is being made, but shall exclude Common Shares which
would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or
any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company (including, without limitation, any convertible notes or convertible preferred shares or warrants, including other
Registered Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or
exercise analogous to the limitation contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership
shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common
Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely
on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report
of Foreign Issuer on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by
the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares
outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the
Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company
shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice
would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum
Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise
Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as
reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares.
For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm
orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number
of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share
Number was reported. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the
Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage
of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued
by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage
(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall
not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess
Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess
Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective
until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage
not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be
effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase
or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants
that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this
Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including
for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this
paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination
of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph or any portion of this paragraph which
may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f)(i) or to make
changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph
may not be waived and shall apply to a successor holder of this Warrant.


 




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(g)
Reservation of Shares.


 


(i)
Required Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for
issuance under this Warrant a number of Common Shares at least equal to 100% of the maximum number of Common Shares as shall be
necessary to satisfy the Company’s obligation to issue Common Shares under the Registered Warrants then outstanding (without
regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at no time shall the
number of Common Shares reserved pursuant to this Section 1(g)(i) be reduced other than proportionally in connection with any
exercise or redemption of Registered Warrants or such other event covered by Section 2(a) below. The Required Reserve Amount (including,
without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Registered
Warrants based on number of Common Shares issuable upon exercise of Registered Warrants held by each holder on the Closing Date
(without regard to any limitations on exercise) or increase in the number of reserved shares, as the case may be (the “Authorized
Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Registered
Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Common
Shares reserved and allocated to any Person which ceases to hold any Registered Warrants shall be allocated to the remaining holders
of Registered Warrants, pro rata based on the number of Common Shares issuable upon exercise of the Registered Warrants then held
by such holders (without regard to any limitations on exercise).


 


(ii)
Insufficient Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while
any of the Registered Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved
Common Shares to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized Share Failure”),
then the Company shall immediately take all action necessary to increase the Company’s authorized Common Shares to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for all the Registered Warrants then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold
a meeting of its shareholders for the approval of an increase in the number of authorized Common Shares. In connection with such
meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’
approval of such increase in authorized Common Shares and to cause its board of directors to recommend to the shareholders that
they approve such proposal. In the event that the Company is prohibited from issuing Common Shares upon an exercise of this Warrant
due to the failure by the Company to have sufficient Common Shares available out of the authorized but unissued Common Shares
(such unavailable number of Common Shares, the “Authorization Failure Shares”), in lieu of delivering such
Authorization Failure Shares to the Holder, the Company shall pay cash in exchange for the cancellation of such portion of this
Warrant exercisable into such Authorization Failure Shares at a price equal to the sum of (i) the product of (x) such number of
Authorization Failure Shares and (y) the greatest Closing Sale Price of the Common Shares on any Trading Day during the period
commencing on the date the Holder delivers the applicable Exercise Notice with respect to such Authorization Failure Shares to
the Company and ending on the date of such issuance and payment under this Section 1(g); and (ii) to the extent the Holder purchases
(in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Authorization
Failure Shares, any Buy-In Payment Amount, brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred
in connection therewith. Nothing contained in this Section 1(g) shall limit any obligations of the Company under any provision
of the Securities Purchase Agreement.


 




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(h)
Forced Exercise.


 


(i)
General. Subject to Section 1(f), at any time after the six month anniversary of the Issuance Date (x) the VWAP of the
Common Shares listed on the Principal Market exceeds $6.75 (as adjusted for share splits, share dividends, recapitalizations and
similar events) (the “Forced Exercise Minimum Price”) for ten (10) consecutive Trading Days (each, a “Forced
Exercise Measuring Period”) and (y) no Equity Conditions Failure then exists (unless waived, in whole or in part, in
writing by the Holder (and, if in part, only to the extent of the Warrant Shares applicable to such partial waiver)) (collectively,
the “Forced Exercise Conditions”), the Company shall have the right to require the Holder to exercise this
Warrant pursuant to this Section 1 into up to such aggregate number of fully paid, validly issued and non-assessable Warrant Shares
equal to the lesser of (I) the aggregate number of Warrant Shares then permitted to be issued to the Holder in compliance with
Section 1(f) above, (II) the Warrant Number then in effect and (III) the Holder’s Forced Exercise Limitation (such lesser
number of Warrant Shares, the “Maximum Forced Exercise Share Amount”) as designated in the applicable Forced
Exercise Notice (as defined below) to be issued and delivered in accordance with Section 1(a) hereof (each, a “Forced
Exercise”).


 


(ii)
Mechanics. The Company may exercise its right to require a Forced Exercise under this Section 1(h) on the Trading Day immediately
following any Forced Exercise Measuring Period by delivering a written notice thereof, by facsimile or electronic mail to all,
but not less than all, of the holders of Registered Warrant (each, a “Forced Exercise Notice”, and the date
thereof, each a “Forced Exercise Notice Date”). For purposes of Section 1(a) hereof, “Forced Exercise
Notice” shall be deemed to replace “Exercise Notice” for all purposes thereunder as if the Holder delivered
an Exercise Notice to the Company on the Forced Exercise Notice Date, mutatis mutandis. Each Forced Exercise Notice shall
be irrevocable. The Company may only deliver one Forced Exercise Notice in any given twenty (20) Trading Day period. Each Forced
Exercise Notice shall (x) state that the Company is electing to effect a Forced Exercise on the second (2nd) Trading Day following
the applicable Forced Exercise Notice Date (the “Forced Exercise Date”), (y) state the aggregate number of
Warrant Shares to be exercised by the Holder (not in excess of the Maximum Forced Exercise Share Amount) and all of the holders
of the Registered Warrants on the Forced Exercise Date (subject to any adjustments thereto pursuant to Section 2 that may occur
prior to the Forced Exercise Date), and (z) contain a certification from an officer or director of the Company that the Forced
Exercise Conditions shall have been satisfied as of the Forced Exercise Notice Date. Notwithstanding anything herein to the contrary,
if the Closing Sale Price of the Common Shares listed on the Principal Market fails to exceed the Forced Exercise Minimum Price
on any Trading Day commencing on the Forced Exercise Notice Date and ending and including the Trading Day immediately prior to
the applicable Forced Exercise Date (a “Forced Exercise Price Failure”) or an Equity Conditions Failure occurs
at any time prior to the Forced Exercise Date, (A) the Company shall provide the Holder a subsequent notice to that effect and
(B) unless the Holder waives (in whole or in part) the applicable Equity Conditions Failure and/or Forced Exercise Price Failure,
as applicable, the Forced Exercise shall be cancelled and the applicable Forced Exercise Notice shall be null and void.


 




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(iii)
Pro Rata Exercise Requirement. If the Company elects to cause a Forced Exercise of this Warrant pursuant to this Section
1(h), then it must simultaneously take the same action in the same proportion with respect to all of the Registered Warrants


 


2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise
Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth
in this Section 2.




 


(a)
Share Dividends and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company,
at any time on or after the Subscription Date, (i) pays a share dividend on one or more classes of its then outstanding Common
Shares or otherwise makes a distribution on any class of share capital that is payable in Common Shares, (ii) subdivides (by any
share split, share dividend, recapitalization or otherwise) one or more classes of its then outstanding Common Shares into a larger
number of shares or (iii) combines (by combination, reverse share split or otherwise) one or more classes of its then outstanding
Common Shares into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of
which the numerator shall be the number of Common Shares outstanding immediately before such event and of which the denominator
shall be the number of Common Shares outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such
dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately
after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs
during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted
appropriately to reflect such event.


 


(b)
[Reserved]


 


(c)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 2(a), the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that
after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise
contained herein).


 


(d)
[Reserved]


 


(e)
[Reserved]


 




    	 	8	 



     


    




 


(f)
Other Events. In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement)) shall
take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the
Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided
for by such provisions (including, without limitation, the granting of share appreciation rights, phantom share rights or other
rights with equity features), then the Company’s board of directors shall in good faith determine and implement an appropriate
adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided
that no such adjustment pursuant to this Section 2(f) will increase the Exercise Price or decrease the number of Warrant Shares
as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately
protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree,
in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose
determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.


 


(g)
Calculations. All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of Common Shares outstanding at any given time shall not include shares owned or held
by or for the account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common
Shares.


 


(h)
Voluntary Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time
during the term of this Warrant, with the prior written consent of the Required Holders (as defined in the Securities Purchase
Agreement), reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of
directors of the Company.


 


3.
RIGHTS UPON DISTRIBUTION OF ASSETS. Except as prohibited by FINRA Rule 5110(g)(8)(F),
in addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, shares or other securities, property, options, evidence of indebtedness or any other
assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions
on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record
is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Shares are to
be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s right
to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not
be entitled to beneficial ownership of such Common Shares as a result of such Distribution (and beneficial ownership) to the extent
of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time
or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such
initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no
such limitation).


 




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4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to
the record holders of any class of Common Shares (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of Common Shares are to be determined for the grant, issuance or sale of such Purchase Rights (provided,
however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Common
Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right
to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto
would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the
Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent
Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).


 



    	 	10	 



     


    

 





(b)
Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor
Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined
in the Securities Purchase Agreement) in accordance with the provisions of this Section 4(b) pursuant to written agreements
in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements
to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number
of shares of share capital equivalent to the Common Shares acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of share capital (but taking into account the relative value of the Common Shares
pursuant to such Fundamental Transaction and the value of such shares of share capital, such adjustments to the number of shares
of share capital and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior
to the consummation of such Fundamental Transaction) and (ii) the Successor Entity (including its Parent Entity) is a publicly
traded corporation whose common equity or common shares, as applicable, is quoted on or listed for trading on an Eligible Market.
Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents
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 and the other Transaction Documents with
the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction,
the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any
time after the consummation of the applicable Fundamental Transaction, in lieu of the Common Shares (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly
traded common equity (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been
entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior
to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in
accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f) hereof, the Holder
may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit the Fundamental
Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder, prior
to the consummation of each Fundamental Transaction pursuant to which holders of Common Shares are entitled to receive securities
or other assets with respect to or in exchange for Common Shares (a “Corporate Event”), the Company shall make
appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at
any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the Common
Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above,
which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction,
such shares, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights)
which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant
been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise
of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to
the Holder.


 




    	 	11	 



     


    




 


(c)
Black Scholes Value. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the
Holder delivered at any time commencing on the earliest to occur of (x) the public disclosure of any BSV Fundamental Transaction,
(y) the consummation of any BSV Fundamental Transaction and (z) the Holder first becoming aware of any BSV Fundamental Transaction
through the date that is ninety (90) days after the public disclosure of the consummation of such BSV Fundamental Transaction
by the Company pursuant to a Report of Foreign Issuer on Form 6-K filed with the SEC, the Company or the Successor Entity (as
the case may be) shall purchase this Warrant from the Holder on the date of such request by paying to the Holder cash in an amount
equal to the Black Scholes Value. Payment of such amounts shall be made by the Company (or at the Company’s direction) to
the Holder on or prior to the later of (x) the second (2nd) Trading Day after the date of such request and (y) the
date of consummation of such Fundamental Transaction.


 


(d)
Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without
regard to any limitations on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit
of the Maximum Percentage, applied however with respect to shares of share capital registered under the 1934 Act and thereafter
receivable upon exercise of this Warrant (or any such other warrant)).


 


5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company
will not, by amendment of its Memorandum of Association (as defined in the Securities Purchase Agreement), Articles of Association
(as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme
of arrangement, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant
and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing,
the Company (a) shall not increase the par value of any Common Shares receivable upon the exercise of this Warrant above the Exercise
Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable Common Shares upon the exercise of this Warrant. Notwithstanding anything herein
to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to exercise
this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company shall
use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary
to permit such exercise into Common Shares.


 


6.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically
provided herein, the Holder, solely in its capacity as a holder of this Warrant, 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 be construed
to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company
or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of shares, reclassification
of shares, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights,
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 this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the
Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously
with the giving thereof to the shareholders.


 




    	 	12	 



     


    




 


7.
REISSUANCE OF WARRANTS.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)),
registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the
Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in
accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated
below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the
right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
no warrants for fractional Common Shares shall be given.


 


(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of Common Shares
underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying
this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance
Date, and (iv) shall have the same rights and conditions as this Warrant.


 




    	 	13	 



     


    




 


8.
NOTICES. Whenever notice is required to be given under this Warrant, unless
otherwise provided herein, such notice shall be given in accordance with Section 21 of the Placement Agency Agreement. The
Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant (other than the issuance
of Common Shares upon exercise in accordance with the terms hereof), including in reasonable detail a description of such action
and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder
(i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail,
and certifying, the calculation of such adjustment(s), (ii) at least fifteen (15) Trading Days prior to the date on which the
Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Shares, (B) with respect
to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase shares, warrants, securities or
other property to holders of Common Shares or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction
with such notice being provided to the Holder, and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental
Transaction. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding
the Company or any of its Subsidiaries, the Company shall simultaneously file such notice with the SEC (as defined in the Securities
Purchase Agreement) pursuant to a Report of Foreign Issuer on Form 6-K. If the Company or any of its Subsidiaries provides material
non-public information to the Holder that is not simultaneously filed in a Report of Foreign Issuer on Form 6-K and the Holder
has not agreed to receive such material non-public information, the Company hereby covenants and agrees that the Holder shall
not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees,
affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-public
information. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice
shall be definitive and may not be disputed or challenged by the Company.


 


9.
DISCLOSURE. Upon delivery by the Company to the Holder (or receipt by the
Company from the Holder) of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined
that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of
its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day immediately following such
notice delivery date, publicly disclose such material, non-public information on a Report of Foreign Private Issuer on Form 6-K
or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company
or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon
receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification
from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information
contained in the notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries.


 


10.
ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary
or agent of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided
by the Company or (b) refrain from trading any securities while in possession of such information in the absence of a written
non-disclosure agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions.
In the absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade
in any securities issued by the Company, may possess and use any information provided by the Company in connection with such trading
activity, and may disclose any such information to any third party.


 




    	 	14	 



     


    




 


11.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions
of this Warrant (other than Section 1(f)) may be amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. No
waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.


 








12.
SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise
determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited,
invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the
invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so
long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to
the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that
would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the
prohibited, invalid or unenforceable provision(s).


 




    	 	15	 



     


    

 





13.
GOVERNING LAW. This Warrant shall be governed by and construed and enforced
in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall
be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. The Company hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 9(f)
of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in
The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall
be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court ruling in favor of the Holder. The Company hereby appoints CT Corporation as its agent
for service of process in New York. If service of process is effected pursuant to the above sentence, such service will be deemed
sufficient under New York law and the Company shall not assert otherwise. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s
obligations to such Buyer or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The choice of the laws of the State of New York
as the governing law of this Warrant is a valid choice of law and would be recognized and given effect to in any action brought
before a court of competent jurisdiction in the British Virgin Islands, except for those laws (i) which such court considers to
be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public
policy, as such term is interpreted under the laws of the British Virgin Islands. The Company or any of their respective properties,
assets or revenues does not have any right of immunity under British Virgin Islands or New York law, from any legal action, suit
or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from
the jurisdiction of any British Virgin Islands, New York or United States federal court, from service of process, attachment upon
or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or
proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations,
liabilities or any other matter under or arising out of or in connection with this Warrant; and, to the extent that the Company,
or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such
court in which proceedings may at any time be commenced, the Company hereby waives such right to the extent permitted by law and
hereby consents to such relief and enforcement as provided in this Warrant and the other Transaction Documents.


 


14.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted
by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant
are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. Terms used in this
Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date (as
defined in the Securities Purchase Agreement) in such other Transaction Documents unless otherwise consented to in writing by
the Holder.


 






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15.
DISPUTE RESOLUTION.


 


(a)
Submission to Dispute Resolution.


 


(i)
In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Value or fair market
value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute
relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute
to the other party via facsimile (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances
giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to
such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such
Closing Sale Price, such Bid Price, Black Scholes Value or such fair market value or such arithmetic calculation of the number
of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day following such initial notice
by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the
Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.








 


(ii)
The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 15 and (B) written documentation supporting its position with respect to
such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute
Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of
the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required
Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither
the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment
bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)
The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline.
The fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.


 




    	 	17	 



     


    




 


(b)
Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 15 constitutes an agreement to arbitrate
between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501,
et seq. of the New York Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for
an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 15, (ii) a dispute
relating to the Exercise Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance
or sale of Common Shares occurred under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance
of Common Shares occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Shares was an issuance or sale
or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes and
Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Warrant and each other applicable
Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such
investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that
such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute
(including, without limitation, determining (A) whether an issuance or sale or deemed issuance or sale of Common Shares occurred
under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance of Common Shares occurred, (C) whether
any issuance or sale or deemed issuance or sale of Common Shares was an issuance or sale or deemed issuance or sale of Excluded
Securities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E)
whether a Dilutive Issuance occurred) and in resolving such dispute such investment bank shall apply such findings, determinations
and the like to the terms of this Warrant and any other applicable Transaction Documents, (iv) the Holder (and only the Holder),
in its sole discretion, shall have the right to submit any dispute described in this Section 15 to any state or federal court
sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 15 and (v)
nothing in this Section 15 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including,
without limitation, with respect to any matters described in this Section 15).


 


16.
REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.
The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant
and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief),
and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for any failure by the Company
to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning
this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises
and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder
of this Warrant shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary
and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity
of proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation
to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and
conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and
certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or
such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than
the Holder or its agent on its behalf.


 






    	 	18	 



     


    




 


17.
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant
is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or
the holder otherwise takes action to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b)
there occurs any bankruptcy, reorganization, receivership of the company or other proceedings affecting company creditors’
rights and involving a claim under this Warrant, then the Company shall pay the costs incurred by the Holder for such collection,
enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without
limitation, attorneys’ fees and disbursements.


 


18.
TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned
without the consent of the Company, except as may otherwise be required by Section 2(g) of the Securities Purchase Agreement.


 


19.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall
have the following meanings:


 





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


 


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


 


(c)
“Additional Excluded Securities” means any Common Shares issued (or deemed issued) in any Subsequent Placement
(as defined in the Securities Purchase Agreement); provided that the Holder (or any affiliate of the Holder) purchases securities
in such Subsequent Placement.


 


(d)
“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with
respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 2) of Common Shares (other than rights
of the type described in Section 3 and 4 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).


 


(e)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the shares having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 


(f)
“Approved Share Plan” means any employee benefit plan which has been approved by the board of directors of
the Company prior to or subsequent to the date hereof pursuant to which Common Shares and standard options to purchase Common
Shares may be issued to any employee, officer or director for services provided to the Company in their capacity as such.


 




    	 	19	 



     


    




 


(g)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Shares
would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934
Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the
Maximum Percentage.


 


(h)
“Bid Price” means, for any security as of the particular time of determination, the bid price for such security
on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal
securities exchange or trading market for such security, the bid price of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing
does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of
such time of determination, the average of the bid prices of any market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be
calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security
as of such time of determination shall be the fair market value as mutually determined by the Company and the Holder. If the Company
and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 15. All such determinations shall be appropriately adjusted for any share dividend, share
split, share combination or other similar transaction during such period.


 


(i)
“Black Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the
Holder’s request pursuant to Section 4(c), which value is calculated using the Black Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest
Closing Sale Price of the Common Shares during the period beginning on the Trading Day immediately preceding the announcement
of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending
on the Trading Day of the Holder’s request pursuant to Section 4(c) and (2) the sum of the price per share being offered
in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration being offered in the applicable
Fundamental Transaction (if any), (ii) a strike price equal to the Exercise Price in effect on the date of the Holder’s
request pursuant to Section 4(c), (iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal
to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s request pursuant to Section 4(c)
and (2) the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction or as of the
date of the Holder’s request pursuant to Section 4(c) if such request is prior to the date of the consummation of the
applicable Fundamental Transaction, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100% and
the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization
factor) as of the Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental
Transaction, (B) the consummation of the applicable Fundamental Transaction and (C) the date on which the Holder first became
aware of the applicable Fundamental Transaction.


 




    	 	20	 



     


    




 


(j)
“Bloomberg” means Bloomberg, L.P.


 


(k)
“BSV Fundamental Transaction” means any Fundamental Transaction (other than the sale, assignment, transfer,
conveyance or otherwise disposal, in one or more transactions, of less than, in the aggregate, 15% of the properties and/or assets
of the Company (including its Subsidiaries, taken as a whole) to one or more Subject Entities).


 


(l)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed; provided, however,
for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay
at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions
or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds
transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers
on such day.


 


(m)
“Closing Sale Price” means, for any security as of any date, the last closing trade price for such security
on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and
does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last trade price of such security on the principal securities exchange or trading market where such security is listed or
traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter
market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for
such security by Bloomberg, the average of the ask prices of any market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market
value of such security, then such dispute shall be resolved in accordance with the procedures in Section 15. All such determinations
shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during such
period.


 


(n)
“Common Shares” means (i) the Company’s Class A Common Shares, $0.002 par value per share, and (ii)
any share capital into which such Class A Common Shares shall have been changed or any share capital resulting from a reclassification
of such Class A Common Shares.


 




    	 	21	 



     


    




 


(o)
“Convertible Securities” means any shares or other security (other than Options) that is at any time and under
any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the
holder thereof to acquire, any Common Shares.


 


(p)
“Eligible Market” means the NYSE American, The New York Stock Exchange, the Nasdaq Global Select Market, the
Nasdaq Capital Market or the Principal Market.


 


(q)
“Equity Conditions” means, with respect to any given date of determination: (i) on such applicable date of
determination one or more registration statements (each, the “Forced Exercise Registration Statement”) shall
be effective and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance
of doubt, any Common Shares previously issued pursuant to such prospectus deemed unavailable) for the issuance of all the Common
Shares issuable upon exercise of this Warrant and the Registered Warrants in connection with the event requiring determination
(such applicable aggregate number of Common Shares, each, a “Required Minimum Securities Amount”); (ii) on
each day during the period beginning thirty (30) calendar days prior to the applicable date of determination and ending on and
including the applicable date of determination (the “Equity Conditions Measuring Period”), the Common Shares
(including the Common Shares to be issued in the event requiring this determination) is listed or designated for quotation (as
applicable) on an Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions
of not more than two (2) days and occurring prior to the applicable date of determination due to business announcements by the
Company) nor shall delisting or suspension by an Eligible Market have been threatened (with a reasonable prospect of delisting
occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur
or pending as evidenced by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance
requirements of the Eligible Market on which the Common Shares is then listed or designated for quotation (as applicable); (iii)
during the Equity Conditions Measuring Period, the Company shall have delivered all Warrant Shares issuable upon exercise of this
Warrant on a timely basis as set forth in Section 1 hereof and all other share capital required to be delivered by the Company
on a timely basis as set forth in the other Transaction Documents; (iv) the Required Minimum Securities Amount of Common Shares
to be issued in connection with the event requiring determination may be issued in full without violating the rules or regulations
of the Eligible Market on which the Common Shares is then listed or designated for quotation (as applicable); (v) on each day
during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction
shall have occurred which has not been abandoned, terminated or consummated; (vi) the Company shall have no knowledge of any fact
that would reasonably be expected to cause the applicable Forced Exercise Registration Statement to not be effective or the prospectus
contained therein to not be available for the issuance of the Required Minimum Securities Amount of Common Shares in connection
with the event requiring such determination; (vii) the Holder shall not be in possession of any material, non-public information
provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives,
agents or the like; (viii) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in
compliance with each, and shall not have breached any representation or warranty in any material respect (other than representations
or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant or
other term or condition of any Transaction Document, including, without limitation, the Company shall not have failed to timely
make any payment pursuant to any Transaction Document; (ix) on the applicable date of determination (A) no Authorized Share Failure
shall exist or be continuing and (B) all Warrant Shares to be issued in connection with the event requiring this determination
may be issued in full without resulting in an Authorized Share Failure (as defined in Section 1(g) above); (x) the issuance of
Required Minimum Securities Amount of Common Shares to be issued in connection with the event requiring determination will not
result in an Authorized Share Failure; (xi) any Common Shares to be issued in connection with the event requiring determination
may be issued in full without violating Section 1(f) hereof (or the equivalent provisions of any other applicable Registered Warrants),
(xii) no bone fide dispute shall exist, by and between any of holder of Registered Warrants, the Company, the Principal Market
(or such applicable Eligible Market in which the Common Shares of the Company is then principally trading) and/or FINRA with respect
to any term or provision of this Warrant or any other Transaction Document and (xiii) no Forced Exercise hereunder shall have
occurred during the seven (7) Trading Day period immediately prior to such date of determination, and (xiv) the Common Shares
issuable upon exercise of the Registered Warrants are duly authorized and listed and eligible for trading without restriction
on an Eligible Market.


 




    	 	22	 



     


    





 


(r)
“Equity Conditions Failure” means that on each day during the period commencing ten (10) Trading Days prior
to the applicable Forced Exercise Notice Date through and including the applicable Forced Exercise Date, the Equity Conditions
have not been satisfied (or waived in writing by the Holder).


 


(s)
“Event Market Price” means, with respect to any Share Combination Event Date, the quotient determined by dividing
(x) the sum of the VWAP of the Common Shares for each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading
Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Share Combination
Event Date, divided by (y) five (5). All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination, recapitalization or other similar transaction during such period.








 


(t)
“Excluded Securities” means (i) Common Shares or standard options to purchase Common Shares issued to directors,
officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Share
Plan (as defined above), provided that (A) all such issuances (taking into account the Common Shares issuable upon exercise of
such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 10% of the Common
Shares issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not
lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions
of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) Common Shares
issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Shares issued
pursuant to an Approved Share Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that
the conversion price of any such Convertible Securities (other than standard options to purchase Common Shares issued pursuant
to an Approved Share Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than
standard options to purchase Common Shares issued pursuant to an Approved Share Plan that are covered by clause (i) above) are
amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities
(other than standard options to purchase Common Shares issued pursuant to an Approved Share Plan that are covered by clause (i)
above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) any Common Shares issued
or issuable in connection with any bona fide strategic or commercial alliances, acquisitions, mergers, licensing arrangements,
and strategic partnerships, provided, that (x) the primary purpose of such issuance is not to raise capital as reasonably determined,
(y) the purchaser or acquirer or recipient of the securities in such issuance is not a Person whose primary business is investing
in securities, (z) the purchaser or acquirer or recipient of the securities in such issuance solely consists of either (A) the
actual participants in such strategic or commercial alliance, strategic or commercial licensing arrangement or strategic or commercial
partnership, (B) the actual owners of such assets or securities acquired in such acquisition or merger or (C) the stockholders,
partners, employees, consultants, officers, directors or members of the foregoing Persons, in each case, which is, itself or through
its subsidiaries, an operating company or an owner of an asset, in a business synergistic with the business of the Company and
shall provide to the Company additional benefits in addition to the investment of funds, and (z) the number or amount of securities
issued to such Persons by the Company shall not be disproportionate to each such Person’s actual participation in (or fair
market value of the contribution to) such strategic or commercial alliance or strategic or commercial partnership or ownership
of such assets or securities to be acquired by the Company, as applicable; (iv) the Common Shares issuable upon exercise of the
Registered Warrants; provided, that the terms of the Registered Warrant are not amended, modified or changed on or after the Subscription
Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date); and (iv) any Additional
Excluded Securities.


 


(u)
“Expiration Date” means the date that is the thirtieth (30th) month commencing six months
after the Issuance Date or, if such date falls on a day other than a Trading Day or on which trading does not take place on the
Principal Market (a “Holiday”), the next date that is not a Holiday.


 


(v)
“Forced Exercise Limitation” means the Holder Pro Rata Amount of the lesser of (i) 35% of the quotient of (x)
the sum of the aggregate trading volume (as reported on Bloomberg) of Common Shares on the Principal Market over the three (3)
consecutive Trading Day period immediately prior to the applicable Forced Exercise Notice Date, divided by (y) three (3) or (ii)
20% of the aggregate trading volume (as reported on Bloomberg) of Common Shares on the Principal Market as of the Trading Day
immediately prior to the applicable Forced Exercise Notice Date.


 




    	 	23	 



     


    




 


(w)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Common Shares be subject to or party to one or more Subject Entities making, a purchase, tender or
exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding Common Shares, (y) 50% of the outstanding
Common Shares calculated as if any Common Shares held by all Subject Entities making or party to, or Affiliated with any Subject
Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of Common Shares
such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender
or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of
the outstanding Common Shares, or (iv) consummate a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby
all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding Common Shares,
(y) at least 50% of the outstanding Common Shares calculated as if any Common Shares held by all the Subject Entities making or
party to, or Affiliated with any Subject Entity making or party to, such stock or share purchase agreement or other business combination
were not outstanding; or (z) such number of Common Shares such that the Subject Entities become collectively the beneficial owners
(as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Common Shares, or (v) reorganize, recapitalize
or reclassify its Common Shares, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates
or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate
to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether
through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Common Shares,
merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization,
recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding Common Shares, (y) at least 50% of the aggregate ordinary voting power represented
by issued and outstanding Common Shares not held by all such Subject Entities as of the date of this Warrant calculated as if
any Common Shares held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting
power represented by issued and outstanding Common Shares or other equity securities of the Company sufficient to allow such Subject
Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender
their Common Shares without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction
structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary
to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment
of such instrument or transaction.


 




    	 	24	 



     


    




 


(x)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.


 


(y)
“Holder Pro Rata Amount” means a fraction (i) the numerator of which is the aggregate number of Common Shares
issuable upon exercise of this Warrant on the Closing Date and (ii) the denominator of which is the aggregate number of Common
Shares issuable upon exercise of all Registered Warrants issued to the Buyers pursuant to the Securities Purchase Agreement on
the Closing Date (in each case, without regard to any limitations on exercise set forth therein).


 


(z)
“Options” means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.


 


(aa)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and
whose common shares or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


 


(bb)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(cc)
“Principal Market” means the Nasdaq Global Market.


 


(dd)
“SEC” means the United States Securities and Exchange Commission or the successor thereto.


 


(ee)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 


(ff)
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


 


(gg)
“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating
to the Common Shares, any day on which the Common Shares is traded on the Principal Market, or, if the Principal Market is not
the principal trading market for the Common Shares, then on the principal securities exchange or securities market on which the
Common Shares is then traded, provided that “Trading Day” shall not include any day on which the Common Shares is
scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Shares 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 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price or trading volume
determinations relating to the Common Shares, any day on which The New York Stock Exchange (or any successor thereto) is open
for trading of securities.





 


(hh)
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal
securities exchange or securities market on which such security is then traded), during the period beginning at 9:30 a.m., New
York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30
start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security
in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New
York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is
reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask
price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly
Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such
security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and
the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 15. All such determinations shall be appropriately adjusted for any share dividend, share
split, share combination, recapitalization or other similar transaction during such period.


 


[signature
page follows]


 




    	 	25	 



     


    




 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Shares to be duly executed as of the Issuance Date
set out above.


 





	 	DOGNESS (INTERNATIONAL) CORPORATION
	 	 	 
	 	By:	                        
	 	Name:	 
	 	Title:	 


 




    	 	 	 



     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE Class a common SHARES


 


DOGNESS
(INTERNATIONAL) CORPORATION


 


The
undersigned holder hereby elects to exercise the Warrant to Purchase Class A Common Shares No. _______ (the “Warrant”)
of DOGNESS (INTERNATIONAL) CORPORATION, a British Virgin Islands business company (the “Company”) as specified
below. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Aggregate Exercise Price shall be made as:


 


	 	[  ]	a
    “Cash Exercise” with respect to _________________ Warrant Shares; and/or
	 	 	 
	 	[  ]	a
    “Cashless Exercise” with respect to _______________ Warrant Shares.


 


In
the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the Holder hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.]
on the date set forth below and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.


 


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 Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________
Common Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:


 


[  ]
Check here if requesting delivery as a certificate to the following name and to the following address:


 


	 	Issue
    to:	
	 	 	
	 	 	 


 




    	 	 	 



     


    




 


[  ]
Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:



 


	DTC Participant:	 
	DTC Number:	 
	Account Number:	 


 


	Date:
    _____________ __, ________	 
	 	 
	_______________________	 
	Name
    of Registered Holder	 





 


	By:
    	 	 
	Name:	 	 
	Title:	 	 


 





	 	Tax
    ID:____________________________	 
	 	Facsimile:__________________________	 
	 	E-mail
    Address:_____________________	 





 




    	 	 	 



     


    

 


EXHIBIT
B


 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of Common
Shares in accordance with the Transfer Agent Instructions dated _________, 2020, from the Company and acknowledged and agreed
to by _______________.





 


	 	DOGNESS
    (INTERNATIONAL) CORPORATION
	 	 	 
	 	By:	                                 
	 	Name:	 
	 	Title: