Exhibit 4.3


 


COMMON
STOCK PURCHASE WARRANT


EPIEN
MEDICAL, INC.


 


	Warrant Certificate No.: [●]	 	Issue Date: _____________,
    2022
	 	 	 
	Certificate for [●]
    Warrants, each entitling the holder to acquire one (1) Warrant Share (subject to adjustment as provided herein)	 	Initial Exercise Date: _____________,
    2022


 


CUSIP:
[●]


ISIN:
[●]


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that [●] or its registered assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____________,
2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from EPIEN Medical Inc., a company
incorporated under the law of Nevada (the “Company”), up to _________________ shares of Common Stock (as subject to
adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security
held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered
holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of
the Warrant Agent Agreement.


 


Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:


 


“Affiliate”
has the meaning set forth in Rule 405 under the Securities Act.


 


“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the shares of Common
Stock are then listed or quoted on a Trading Market, the bid price of a share of Common Stock for the time in question (or the nearest
preceding date) on the Trading Market on which the shares of Common Stock are then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average per share price of the shares of Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the shares of Common Stock are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the shares
of Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of an share
of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Board
of Directors” means the board of directors of the Company.


 


“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. 


 


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


 






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“Common
Stock” means the common stock, $0.0001 par value, of the Company, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


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


 


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


 


“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 “Redemption 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 shares of Common Stock previously
issued pursuant to such prospectus deemed unavailable) for the issuance of all the shares of Common Stock issuable upon exercise of the
Warrants in connection with the event requiring determination (such applicable aggregate number of shares of Common Stock, 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 shares of Common Stock (including the shares of Common Stock to be issued in the event requiring this determination) is listed or
designated for quotation (as applicable) on a Trading Market and shall not have been suspended from trading on a Trading 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 a Trading 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 Trading Market or (B) the Company falling below the minimum listing maintenance requirements of the Trading
Market on which the shares of Common Stock 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 2 hereof and all other share capital required to be delivered by the Company on a timely basis as set forth in the Underwriting
Agreement; (iv) the Required Minimum Securities Amount of shares of Common Stock to be issued in connection with the event requiring
determination may be issued in full without violating the rules or regulations of the Trading Market on which the shares of Common Stock
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 Redemption
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 shares of Common Stock 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 this Warrant or the Underwriting Agreement, including, without limitation,
the Company shall not have failed to timely make any payment pursuant to this Warrant or the Underwriting Agreement; (ix) on the applicable
date of determination (A) a sufficient number of shares shall be authorized and reserved in accordance with Section 6(d) and (B) all
Warrant Shares to be issued in connection with the event requiring this determination may be issued in full without resulting in a violation
of Section 6(d); (x) the issuance of Required Minimum Securities Amount of shares of Common Stock to be issued in connection with the
event requiring determination will not result in a violation of Section 6(d); (xi) any shares of Common Stock to be issued in connection
with the event requiring determination may be issued in full without violating Section 2(e) hereof (or the equivalent provisions of any
other applicable Warrants), (xii) no bone fide dispute shall exist, by and between any of holder of the Warrants, the Company, the principal
Trading Market and/or FINRA with respect to any term or provision of this Warrant or the Underwriting Agreement and (xiii) no Redemption
hereunder shall have occurred during the seven (7) Trading Day period immediately prior to such date of determination, and (xiv) the
shares of Common Stock issuable upon exercise of the Warrants are duly authorized and listed and eligible for trading without restriction
on a Trading Market.


 






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


 


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


 


“Qualified
Holder” means each Holder, including each “beneficial holder,” together with all Affiliates of such Holder and/or
“beneficial holder”, that purchased Qualified Warrants in connection with the Offering, provided such Qualified Holder continues
to hold any Warrants as of the event described herein to which Qualified Holder status applies. For the sake of clarity, no holder shall
be considered to be a Qualified Holder for more Warrants than the number of Qualified Warrants purchased by such Qualified Holder in
the Company’s initial public offering; provided, however, that a Qualified Holder may sell and buy Warrants following completion
of the Offering, and such Warrants shall benefit from adjustments hereunder up to the number of Qualified Warrants for such Qualified
Holder.


 


“Qualified
Warrants” means [●] Warrants purchased in connection with the Offering by any Holder, including each “beneficial
holder” of Warrants, taken together with all Affiliates of such Holder and/or “beneficial holder.” The number of Qualified
Warrants shall be fixed at completion of the Offering.


 


“Registration
Statement” means the Company’s registration statement on Form S-1 (File No. 333-[   ]), as amended.


 


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


 


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


 


“Trading
Day” means a day on which the shares of Common Stock are traded on a Trading Market.


  


“Trading
Market” means any of the following markets or exchanges on which the shares of Common Stock are listed or quoted for trading
on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transfer
Agent” means VStock Transfer, LLC, and any successor transfer agent of the Company.


 


“Underwriting
Agreement” means the underwriting agreement, dated as of ___________, 2022, between the Company and EF Hutton, division of
Benchmark Investments, LLC, as amended, modified or supplemented from time to time in accordance with its terms.


 


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


 






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“Warrant
Agent Agreement” means that certain warrant agent agreement, dated __________, 2022, between the Company and the Warrant Agent.


 


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


 


“Warrants”
means this Warrant and other common stock purchase warrants issued to investors by the Company pursuant to the Registration Statement,
other than any Additional Warrant issued in connection with Section 3(f)(vi) hereof which shall be subject to the terms of such form
of Additional Warrant.


 


Section
2. Exercise.


 


a) Exercise
of Warrant. Subject to the provisions of Section 2(e) herein, exercise of the purchase rights represented by this Warrant may be
made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date, by delivery
to the Warrant Agent of a duly executed Notice of Exercise in the form annexed hereto as Annex A (the “Notice of Exercise”)
together with the Warrant Certificate, and, unless the cashless exercise procedure specified in Section 2(c) below is specified in the
applicable Notice of Exercise, delivery to the Company of the aggregate Exercise Price of the Warrant Shares specified in the applicable
Notice of Exercise as specified in this Section 2(a). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder
shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer of
immediately available funds or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in
Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall
any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this
Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the
applicable number of Warrant Shares purchased. The Holder, on the one hand, and the Company or the Warrant Agent, on the other hand,
shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Trading Day of receipt of such notice. Notwithstanding the foregoing, with respect to any Notice(s)
of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial Exercise Date, which may
be delivered at any time after the time of execution of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares
subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant
Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is received by such Warrant Share Delivery Date. The Holder and any assignee, by acceptance of this Warrant, acknowledge
and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the
number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


Notwithstanding
the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this
Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect
exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate
instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation,
as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant
Agent Agreement.


 


b) Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $_________ (the “Initial Exercise Price”),
subject to adjustment hereunder (as in effect from time to time, the “Exercise Price”).


 






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c) Cashless
Exercise. The Company shall use its best efforts to cause the Registration Statement to remain effective with a current prospectus
and to maintain the registration of the shares of Common Stock and of the Warrants under the Exchange Act. If at any time after the Initial
Exercise Date, there is no effective registration statement registering, or no current prospectus available for the issuance of the Warrant
Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where: 


 


	 	(A)	= as applicable:
    (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is
    (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered
    pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule
    600(b)(68) of Regulation NMS) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately
    preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the shares of Common Stock on the principal Trading
    Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such
    Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours
    thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section
    2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading
    Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular
    trading hours” on such Trading Day;
	 	 	 
	 	(B)	= the Exercise Price of
    this Warrant, as adjusted hereunder; and
	 	 	 
	 	(X)	= the number of Warrant
    Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by
    means of a cash exercise rather than a cashless exercise.


 


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


 


Notwithstanding
anything herein to the contrary, in the event that, on the Termination Date, there is no effective registration statement registering,
or no current prospectus available for the issuance of, the Warrant Shares to the Holder, this Warrant shall be automatically exercised
via cashless exercise pursuant to this Section 2(c) on such Termination Date.


 


d) Mechanics
of Exercise.


 


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


 






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


 


iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the Holder
shall be required to return any Warrant Shares subject to any such rescinded exercise notice concurrently with the return to Holder of
the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s right to acquire such
Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by
its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the
Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise
of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


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


 


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


 






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


 


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


 






    7


     


    

  


Section
3. Certain Adjustments.


 


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


 


b) Reserved.


 


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


  


d) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to all (or substantially all) of holders of shares of Common Stock, by way of return
of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options 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 shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock 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 exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be
held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).


 






    8


     


    

 


e) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in
one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (approved or recommended
by the Board of Directors or a committee thereof) is completed pursuant to which holders of shares of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
shares of Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or
other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase
agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of
this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e)
on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a
result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes
of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and
the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of shares of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction.


 


Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at
the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction
(or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder
by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of
this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction
is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled
to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black
Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of shares of Common Stock of
the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination
thereof, or whether the holders of shares of Common Stock are given the choice to receive from among alternative forms of consideration
in connection with the Fundamental Transaction; provided, further, that if holders of shares of Common Stock of the Company are not offered
or paid any consideration in such Fundamental Transaction, such holders will be deemed to have received shares of Common Stock of the
Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.


 


“Black
Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting
(A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100
day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of
the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per
share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value
of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP 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 this Section 3(d) and (D)
a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the
Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available
funds (or such other consideration) within the later of (i) five (5) Business Days of the Holder’s election and (ii) the date of
consummation of the Fundamental Transaction.


 






    9


     


    

 


The
Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of
this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, 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 which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock 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 capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock 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
which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant 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 with the same effect as if such Successor Entity
had been named as the Company herein.


  


f) Adjustment
Upon Issuance of shares of Common Stock. From the date hereof until the later of (a) two (2) years after the Issuance Date or (b)
the date no Qualified Holders hold any Warrants (such period, the “Adjustment Period”), the Company issues or sells,
or, in accordance with this Section 3(f), is deemed to have issued or sold, any shares of Common Stock (excluding any Excluded Securities
(as defined below) issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”)
less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise
Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”),
then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance
Price. “Excluded Securities” means any issuance of shares of Common Stock, restricted share units, Options and/or Convertible
Securities (i) under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers
as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying shares of
Common Stock) in exchange for Options issued under the Company’s equity incentive plans, subject to a limitation of 25% of shares
of Common Stock outstanding as of the Issuance Date, (ii) issued pursuant to agreements, Options, restricted share units, Convertible
Securities or Adjustment Rights (as defined below) existing as of the date hereof, provided that such agreements, Options, Convertible
Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such
securities or decrease the exercise price, exchange price or conversion price of such securities, (iii) issued pursuant to acquisitions
(whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations
or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall
only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner
of an asset in a business complementary with the business of the Company and shall provide to the Company additional benefits in addition
to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in securities, or (iv) to which the Holder consents in writing.
“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 this Section 3(f)) of shares of Common Stock (other than rights of
the type described in Sections 3(a) through (e)) 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). For all purposes of the foregoing, the following shall be applicable: 


 






    10


     


    

 


i. Issuance
of Options. If, during the Adjustment Period, the Company in any manner grants or sells any Options (other than Excluded Securities)
and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option (such shares of Common Stock issuable upon
such exercise of any Option or upon conversion, exercise or exchange of any Convertible Securities, the “Convertible Securities
Shares”) is less than the Applicable Price, then such shares of Common Stock shall be deemed to be outstanding and to have
been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this
Section 3(f)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option
or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option” shall be equal
to (A) the sum of (1) the lowest amount of consideration (if any) received or receivable by the Company with respect to any one Convertible
Securities Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of
any Convertible Security issuable upon exercise of such Option and (2) the lowest exercise price set forth in such Option for which one
Convertible Securities Share is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option, minus (B) the sum of all amounts paid or payable to the holder of such Option (or
any other Person), with respect to any one Convertible Securities Share, upon the granting or sale of such Option, upon exercise of such
Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of
any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person), with respect
to any one Convertible Securities Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon
the actual issuance of such Convertible Securities Share or of such Convertible Securities upon the exercise of such Options or upon
the actual issuance of such Convertible Securities Share upon conversion, exercise or exchange of such Convertible Securities.


 


ii. Issuance
of Convertible Securities. If, during the Adjustment Period, the Company in any manner issues or sells any Convertible Securities
(other than Excluded Securities) and the lowest price per share for which one Convertible Securities Share is issuable upon the conversion,
exercise or exchange thereof is less than the Applicable Price, then such Convertible Securities Share shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per
share. For the purposes of this Section 3(f)(ii), the “lowest price per share for which one Convertible Securities Share is issuable
upon the conversion, exercise or exchange thereof” shall be equal to (A) the sum of (1) the lowest amount of consideration (if
any) received or receivable by the Company with respect to one Convertible Securities Share upon the issuance or sale of the Convertible
Security and upon conversion, exercise or exchange of such Convertible Security and (2) the lowest conversion price set forth in such
Convertible Security for which one Convertible Securities Share is issuable upon conversion, exercise or exchange thereof, minus (B)
the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person), with respect to any one Convertible
Securities Share, upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable
by, or benefit conferred on, the holder of such Convertible Security (or any other Person), with respect to any one Convertible Securities
Share. Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Convertible
Securities Share upon conversion, exercise or exchange of such Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustment of the Exercise Price has been or is to be made pursuant to other
provisions of this Section 3(f), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of
such issue or sale.


 


iii. Change
in Option Price or Rate of Conversion. If, during the Adjustment Period, the purchase or exercise price provided for in any Options,
the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the
rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or
decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred
to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which
would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price,
additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold.
For purposes of this Section 3(f)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance
of this Warrant are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible
Security and the Convertible Securities Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(f) shall be made if such adjustment
would result in an increase of the Exercise Price then in effect.


 






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iv. Calculation
of Consideration Received. If any Option or Convertible Security is issued in connection with the issuance or sale or deemed issuance
or sale of any other securities of the Company (the “Primary Security”, and such Option or Convertible Security, the
“Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising
one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed
to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest
price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in
accordance with Section 3(f)(i) or 3(f)(ii) above and (z) the lowest VWAP of the shares of Common Stock on any Trading Day during the
five Trading Day period immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such
public announcement is released prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading
Day in such five Trading Day period); provided. If any shares of Common Stock, Options or Convertible Securities are issued or sold or
deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of cash received
by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be
the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt.
If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with
any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair market value
of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options
or Convertible Securities (as the case may be). The fair market value of any consideration other than cash or publicly traded securities
will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the
occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will
be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser
jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent
manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 


v. Record
Date. If, during the Adjustment Period, the Company takes a record of the holders of the shares of Common Stock for the purpose of
entitling them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities
or (B) to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to
be the date of the issue or sale of shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or
the making of such other distribution or the date of the granting of such right of subscription or purchase (as the case may be).


  


vi. Adjustment
to Warrant Shares. In the event any adjustment under this Section 3(f), 3(i) or 3(j) results in a reduction of the Exercise Price,
in aggregate, to 50% of the Initial Exercise Price then in connection with such adjustment, each Qualified Holder shall receive two (2)
additional warrants (each, and “Additional Warrant”) for each one (1) Qualified Warrant held by such Qualified Holder on
the date of adjustment. Such Additional Warrants shall be on substantially the same terms as the as-adjusted Warrant; provided, however,
that the term of the Additional Warrant shall be five (5) years from the issuance date and such Additional Warrant will not be a tradable
warrant. Notwithstanding anything to the contrary herein, such right of Qualified Holders to receive two (2) additional warrants hereunder
shall be applicable one time only it being agreed and understood that after the first such right hereunder, no further right to receive
additional warrants will apply to any further adjustments.


 






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vii. Exercise
Floor Price. No adjustment to the Exercise Price pursuant to Section 3(f) of this Warrant shall cause the Exercise Price to be less
than 50% of the Initial Exercise Price of warrants issued in the Company’s initial public offering (as adjusted pursuant to Section
3(a) hereof for share splits, share dividends, recapitalizations and similar events, the “Exercise Floor Price”).
For the avoidance of doubt, if a Dilutive Issuance would cause the Exercise Price to be lower than the Exercise Floor Price but for the
immediately preceding sentence, then the Exercise Price shall be equal to the Exercise Floor Price.


 


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


 


h) Notice
to Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


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


 






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i) Reset
of Exercise Price. If, on the date that is ninety (90) calendar days immediately following the initial issuance date of this Warrant
(the “Issuance Date”), the Reset Price, as defined below, is less than the Exercise Price at such time, the Exercise
Price shall be decreased to the Reset Price. “Reset Price” shall mean the greater of (i) 50% of the Initial Exercise
Price (as adjusted for share splits, share dividends, recapitalizations and similar events pursuant to Section 3(a) hereof) and (ii)
100% of the lowest VWAP occurring during the ninety (90) calendar days following the Issuance Date.


 


j) Voluntary
Adjustment by Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of
this Warrant, subject to the prior written consent of the Holder, 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.


 


 


Section
4. Transfer of Warrant.


 


a) Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of
this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.


 


b) New
Warrants. If this Warrant is not held in global form through DTC (or any successor depositary), this Warrant may be divided or combined
with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names
and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section
4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers
or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number
of Warrant Shares issuable pursuant thereto.


  


c) Warrant
Register. The Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company and the Warrant Agent
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.


 


Section
5. Participation Right. Other than the issuance of securities in connection with any investment made by a strategic investor, until
six (6) months following [●], 2022, neither the Company nor any of its Subsidiaries shall, directly or indirectly, issue, offer,
sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right
to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any
“equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act)), any Convertible Securities (as
defined below), any debt, any preferred shares or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement
is referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 5. The Company
acknowledges and agrees that the right set forth in this Section 5 is a right granted by the Company, separately, to each Qualified Holder.


 






    14


     


    

 


a)
Between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the
Trading Day of the expected announcement of the Subsequent Placement (or, if the Trading Day of the expected announcement of the Subsequent
Placement is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm
(New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately
prior to the Trading Day of the expected announcement of the Subsequent Placement), the Company shall deliver to each Qualified Holder
a written notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including,
without limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or
contains material, non-public information, a statement asking whether the Investor is willing to accept material non-public information
or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company
proposes or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material,
non-public information and (z) a statement informing such Qualified Holder that it is entitled to receive an Offer Notice (as defined
below) with respect to such Subsequent Placement upon its written request. Upon the written request of a Qualified Holder prior to 5:30
am (New York City time) on the Trading Day following the date on which such Pre-Notice is delivered to such Qualified Holder, and only
upon a written request by such Qualified Holder, the Company shall promptly, but no later than one (1) Trading Day after such request,
deliver to such Qualified Holder an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance
or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in
a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms
upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged,
(C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D)
offer to issue and sell to or exchange with such Qualified Holder in accordance with the terms of the Offer such Qualified Holder’s
pro rata portion of 30% of the Offered Securities, provided that the number of Offered Securities which such Qualified Holder shall have
the right to subscribe for under this Section 5 shall be (x) based on such Qualified Holder’s pro rata purchased portion of the
aggregate number of Qualified Warrants purchased by all Qualified Holders on the date of such Offer Notice (the “Initial Amount”),
and (y) with respect to each Qualified Holder that elects to purchase its Initial Amount, any additional portion of the Offered Securities
attributable to the Initial Amounts of other Qualified Holders as such Qualified Holder shall indicate it will purchase or acquire should
the other Qualified Holders subscribe for less than their Initial Amounts (the “Undersubscription Amount”), which
process shall be repeated until each Qualified Holder shall have an opportunity to subscribe for any remaining Undersubscription Amount.


  


b)
To accept an Offer, in whole or in part, such Qualified Holder must deliver a written notice to the Company prior to 6:30 am (New York
City time) on the Trading Day following the date on which the Offer Notice is delivered to such Qualified Holder (the “Offer
Period”), setting forth the portion of such Qualified Holder’s Initial Amount that such Qualified Holder elects to purchase
and, if such Qualified Holder shall elect to purchase all of its Initial Amount, the Undersubscription Amount, if any, that such Qualified
Holder elects to purchase (in either case, the “Notice of Acceptance”). If the Initial Amounts subscribed for by all
Qualified Holders are less than the total of all of the Initial Amounts, then each Qualified Holder that has set forth an Undersubscription
Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Initial Amounts subscribed for, the Undersubscription
Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total
of all the Initial Amounts and the Initial Amounts subscribed for (the “Available Undersubscription Amount”), each
Qualified Holder that has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available
Undersubscription Amount as the Initial Amount of such Qualified Holder bears to the total Initial Amounts of all Qualified Holders that
have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding
the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period,
the Company may deliver to each Qualified Holder a new Offer Notice and the Offer Period shall expire at 6:30 am (New York City time)
on the Trading Day following the date after such Qualified Holder’s receipt of such new Offer Notice.


 


c)
The Company shall have two (2) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all
or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Qualified Holder (the “Refused
Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the
offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit
prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those
set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I)
the consummation of the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement
Agreement, which shall be filed with the SEC on a Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated
therein filed as exhibits thereto.


 


d)
In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms
specified in Section 5(c) above), then each Qualified Holder may, at its sole option and in its sole discretion, reduce the number or
amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount
of the Offered Securities that such Qualified Holder elected to purchase pursuant to Section 5(b) above multiplied by a fraction, (A)
the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including
Offered Securities to be issued or sold to Qualified Holders pursuant to this Section 5 prior to such reduction) and (B) the denominator
of which shall be the original amount of the Offered Securities. In the event that any Qualified Holder so elects to reduce the number
or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced
number or amount of the Offered Securities unless and until such securities have again been offered to the Qualified Holders in accordance
with Section 5(a) above.


 






    15


     


    

 


e)
Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Qualified Holder shall acquire
from the Company, and the Company shall issue to such Qualified Holder, the number or amount of Offered Securities specified in its Notice
of Acceptance, as reduced pursuant to Section 5(d) above if such Qualified Holder has so elected, upon the terms and conditions specified
in the Offer. The purchase by such Qualified Holder of any Offered Securities is subject in all cases to the preparation, execution and
delivery by the Company and such Qualified Holder of a separate purchase agreement relating to such Offered Securities reasonably satisfactory
in form and substance to such Qualified Holder and its counsel.


 


f)
Any Offered Securities not acquired by a Qualified Holder or other Persons in accordance with this Section 5 may not be issued, sold
or exchanged until they are again offered to such Qualified Holder under the procedures specified in this Agreement.


 


g)
The Company and each Qualified Holder agree that if any Qualified Holder elects to participate in the Offer, neither the Subsequent Placement
Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement
Documents”) shall include any term or provision whereby such Qualified Holder shall be required to agree to any restrictions
on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver,
release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from
the Company.


 


h)
Notwithstanding anything to the contrary in this Section 5 and unless otherwise agreed to by such Qualified Holder, the Company shall
either confirm in writing to such Qualified Holder that the transaction with respect to the Subsequent Placement has been abandoned or
shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Qualified Holder
will not be in possession of any material, non-public information, by the 9:30 am (New York City time) second (2nd) Business Day following
delivery of the Offer Notice. If by 9:30 am (New York City time) on such second (2nd) Business Day, no public disclosure regarding a
transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been
received by such Qualified Holder, such transaction shall be deemed to have been abandoned and such Qualified Holder shall not be in
possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Should the Company decide
to pursue such transaction with respect to the Offered Securities, the Company shall provide such Qualified Holder with another Offer
Notice and such Qualified Holder will again have the right of participation set forth in this Section 5. The Company shall not be permitted
to deliver more than one such Offer Notice to such Qualified Holder in any sixty (60) day period, except as expressly contemplated by
the last sentence of Section 5(b).


 


i)
The restrictions contained in this Section 5 shall not apply in connection with the issuance of any Exempt Issuance. The Company shall
not circumvent the provisions of this Section 5 by providing terms or conditions to one Qualified Holder that are not provided to all
Qualified Holders.


 


Section
6. Redemption.


 


a)
Redemption. Subject to Section 2(e), at any time after the six-month anniversary of the Issue Date and prior to the expiration
of the Warrants, upon notice to the Holders, the Company may redeem, at the price of $0.01 per Warrant (the “Redemption Price”),
up to such aggregate number of fully paid, validly issued and non-assessable Warrant Shares equal to the least of (i) the aggregate number
of all remaining Warrant Shares available for purchase hereunder, (ii) the aggregate number of Warrant Shares then permitted to be issued
to the Holder in compliance with Section 2(e) above, and (iii) the Holder’s Redemption Limitation (such lesser number of Warrant
Shares, the “Maximum Redemption Share Amount”) as designated in the applicable Redemption Notice (as defined below) to be
issued and delivered in accordance with Section 1(a) hereof (each, a “Redemption”). Redemption shall be permitted under this
Section 6 provided that (i) no Equity Conditions Failure 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)); (ii) the VWAP of the shares of Common Stock listed
on the principal Trading Market has been at least [200]% of the Exercise Price (as adjusted for share splits, share dividends, recapitalizations
and similar events) (the “Redemption Trigger Price”), on each of thirty (30) consecutive Trading Days prior to the date on
which notice of the redemption is given; (iii) either (x) there is an effective registration statement covering the shares of Common
Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period
(as defined in Section 6(b) below) or (y) the Company has elected to require the exercise of the Warrants via cashless exercise; and
(iv) if and when the Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of
shares of Common Stock upon exercise of the Warrants is (a) not exempt from registration or qualification under applicable state blue
sky laws or the Company is unable to effect such registration or qualification or (b) would cause the Holder to exceed the Redemption
Limitation (collectively, the “Redemption Conditions”).


  






    16


     


    

 


b) Mechanics.
The Company may exercise its right to Redemption under this Section 6 on the Trading Day immediately following any Redemption Measuring
Period by delivering a written notice thereof, by electronic mail to all, but not less than all, of the holders of the Warrants (each,
a “Redemption Notice”, and the date thereof, each a “Redemption Notice Date”). For purposes of
Section 2(a) hereof, “Redemption 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 Redemption Notice Date, mutatis mutandis. Each Redemption
Notice shall be irrevocable. The Company may only deliver one Redemption Notice in any given twenty (20) Trading Day period. Each Redemption
Notice shall (x) state that the Company is electing to effect a Redemption on the second (2nd) Trading Day following the applicable Redemption
Notice Date (the “Redemption Date”), (y) state the aggregate number of Warrant Shares to be exercised by the Holder
(not in excess of the Maximum Redemption Share Amount) and all of the holders of the Warrants on the Redemption Date (subject to any
adjustments thereto pursuant to Section 3 that may occur prior to the Redemption Date), and (z) contain a certification from an officer
or director of the Company that the Redemption Conditions shall have been satisfied as of the Redemption Notice Date.


 


c) Pro
Rata Exercise Requirement. If the Company elects to cause a Redemption of this Warrant pursuant to this Section 6, then it must simultaneously
take the same action in the same proportion with respect to all of the Additional Warrants.


 


d)
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or via cashless exercise, if there is not then an
effective registration statement under which the Warrant Shares underlying such Warrants have been registered for resale, as provided
in Section 2(c) hereof) at any time after notice of redemption shall have been given by the Company pursuant to Section 6(b) hereof and
prior to the Redemption Date. The notice of redemption shall contain the information necessary to calculate the number of shares of Common
Stock to be received via cashless exercise of the Warrants, including the VWAP on the Trading Day immediately preceding the date on which
notice of the redemption is given, in the event that cashless exercise of the Warrants is then available. After 5:00 p.m. (New York City
time) on the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the
Warrants, the Redemption Price.


 


Section
7. Miscellaneous.


 


a) No
Rights as Stockholder until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set
forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to
Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, including if the Company is for any
reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof, in no event
shall the Company be required to net cash settle an exercise of this Warrant or cash settle in any other form.


 


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


 


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


 


d) Authorized
Shares.


 


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


 






    17


     


    

 


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


 


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


 


e) Governing
Law. This Warrant shall be governed by and construed in accordance with the law of the State of New York. Each party agrees that
all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether
brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the City and County of New York 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 improper or is an inconvenient venue for such proceeding. Each party 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
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party
shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or
proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with
the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing in this paragraph
shall limit or restrict the federal district court in which a Holder may bring a claim under the U.S. federal securities laws.


  


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


 


g) Non-Waiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. No provision of this Warrant shall be construed
as a waiver by the Holder of any rights which the Holder may have under the U.S. federal securities laws and the rules and regulations
of the Commission thereunder. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply
with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those
of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.


 






    18


     


    

 


h) Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any
Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service,
addressed to (A) the Company, at 600 Highway 169 South, Suite 820, St. Louis Park,, Minnesota 55426, Attention: Reginald Dupre, email
address: [*], or such other email address or address as the Company may specify for such purposes by notice to the Holders; and (B) the
Warrant Agent, at 18 Lafayette Place, Woodmere, New York 11598 , Attention: EPIEN Medical, email address: [*]. Any and all notices or
other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or
sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing
on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest
of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication
is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company
shall simultaneously file such notice with the Commission pursuant to a Report on Form 8-K.


 


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


 


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


 


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


 


l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


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


 


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


 


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


 


********************


 


(Signature
Page Follows)


 









    19


     


    

 


ANNEX
A


 


NOTICE
OF EXERCISE


 


TO: EPIEN
MEDICAL, INC.


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)
Payment shall take the form of (check applicable box):


 


	 	☐	in lawful money
    of the United States; or


 


	 	☐	if permitted
    the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to
    exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
    set forth in subsection 2(c).


 


(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


	 	 	 


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


	 	 	 
	 	 	 
	 	 	 


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: _______________________________________________________________________


Signature
of Authorized Signatory of Investing Entity: _________________________________________________


Name
of Authorized Signatory: ___________________________________________________________________


Title
of Authorized Signatory: ____________________________________________________________________


Date:
_______________________________________________________________________________________


 






    A-1


     


    

 


ANNEX
B


 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:


 


	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	(Please Print)
	 	 
	Phone Number:	 
	 	 
	Email Address:	 
	 	 
	Dated: _______________ __, ______	 


 


	Holder’s

 Signature:	 	 
	 	 	 
	Holder’s

 Address:	 	 


 


	(Signature Guaranteed):	Date:	___________________, _____


 


Signature
to be guaranteed by an authorized officer of a chartered bank, trust company or medallion guaranteed by an investment dealer who is a
member of a recognized stock exchange.


 


 


B-1