Exhibit 4.1


 





NEITHER THE ISSUANCE NOR SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY
THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	 	Right to Purchase [●] shares of Common Stock of Microphase Corporation (subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 


	No. 1	Issue Date: ________, 2016


 


MICROPHASE CORPORATION, a corporation
organized under the laws of the State of Connecticut (the “Company”), hereby certifies that, for value received,
______________, with an address at _______________________________________,  or its assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m.,
E.D.T. on the five (5) year anniversary of the Issue Date (the “Expiration Date”), up to [●] [NTD:
100% coverage] fully paid and non-assessable shares of Common Stock at a per share purchase price of $2.50. The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.”
The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The
Company may reduce the Purchase Price for some or all of the Warrants, temporarily or permanently, provided such reduction
is made as to all outstanding Warrants for all Holders of such Warrants. 


 


As used herein the
following terms, unless the context otherwise requires, have the following respective meanings:


 


(a)       The
term “Common Stock” includes (i) the Company’s Common Stock, no par value per share and (ii) any other
securities into which or for which any of the securities described in (i) may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.


 


(b)       The
term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or
any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 hereof
or otherwise.


 






     


     


    

 


(c)       The
term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.


 


1.         Exercise
of Warrant.


 


1.1.        Number
of Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder shall
be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of Section 1.2 hereof or upon
exercise of this Warrant in part in accordance with Section 1.3 hereof, shares of Common Stock of the Company, subject to
adjustment pursuant to Section 2 hereof.


 


1.2.       Full
Exercise. This Warrant may be exercised in full by the Holder hereof by delivery to the Company of an original or facsimile
copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed
by such Holder and delivered within two (2) business days thereafter of payment, in cash, wire transfer or by certified or official
bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for
which this Warrant is then exercisable by the Purchase Price then in effect. The original Warrant is not required to be surrendered
to the Company until it has been fully exercised.


 


1.3.       Partial
Exercise. This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription Form in the
manner and at the place provided in Section 1.2 hereof, except that the amount payable by the Holder on such partial exercise
shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, upon the written request of the Holder, provided the
Holder has surrendered the original Warrant, the Company, at its expense, will forthwith issue and deliver to or upon the order
of the Holder a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.


 


1.4.       Fair
Market Value. For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular date
(the “Determination Date”) shall mean:


 


(A)       If
the Company’s Common Stock is traded on an exchange or on the NASDAQ Capital Market, NASDAQ Global Select Market, the New
York Stock Exchange or the NYSE Euronext, the average of the closing sale prices of the Common Stock for the five (5) trading days
immediately prior to (but not including) the Determination Date;


 


(B)       If
the Company’s Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the
NASDAQ Capital Market, the New York Stock Exchange or the NYSE Euronext, but is traded on the OTC Bulletin Board or in the over-the-counter
market or Pink Sheets, the average of the closing bid and ask prices reported for the five (5) trading days immediately prior to
(but not including) the Determination Date;


 






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(C)       Except
as provided in clause (D) below, if the Company’s Common Stock is not publicly traded, then as the Holder and the Company
shall mutually agree, or in the absence of such an agreement after good faith efforts of the Company and the Holder to reach an
agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator
to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or


 


(D)       If
the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share
in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares
of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.


 


1.5.       Company
Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof, acknowledge
in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure
shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 


1.6.       Delivery
of Stock Certificates, etc. on Exercise. The Company agrees that, provided the purchase price listed in the Subscription Form
is received as specified in Section 2 hereof, the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which delivery
of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after the exercise
of this Warrant in full or in part and the payment is made, and in any event within five (5) business days thereafter (“Warrant
Share Delivery Date”), the Company, at its expense (including the payment by it of any applicable issue taxes), will
cause to be issued in the name of, and delivered to, the Holder hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled
on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, either (i) cash equal
to such fraction multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section
1 hereof or otherwise (ii) an extra share of Common Stock. The Company understands that a delay in the delivery of the Warrant
Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. If a warrant holder notifies the Company
of such Holder’s election to exercise and the Company does not deliver the shares of Common Stock issuable upon such exercise,
and the Holder has to buy shares of the Company’s Common Stock on the open market because of the Holder’s obligation
to deliver shares of Common Stock, then the Company will pay such Holder the difference between the price paid on the open market
and the value of such Common Stock on the date of exercise. The Company will also pay interest at the annual rate of 15% for each
day that it is late in delivering shares of its Common Stock. 


 






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2.       Adjustment
for Reorganization, Consolidation, Merger, etc.


 


2.1.       Fundamental
Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the
Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in one or a series
of related transactions, (C) any tender offer or exchange offer (whether by the Company or another entity) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, (D) the
Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, or spin-off) with one or more persons or entities whereby such other persons or entities acquire more than 50%
of the outstanding shares of Common Stock (not including any shares of Common Stock held by such other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock purchase agreement or
other business combination), (E) any “person” or “group” (as these terms are used for purposes of Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) is or shall become the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of the
Company, or (F) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, 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, (a) upon 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 upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder
of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) if the Company
is acquired in (1) a transaction where the consideration paid to the holders of the Common Stock consists solely of cash, (2) a
“Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act, or (3) a transaction involving a person or entity
not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market,
cash equal to the Black-Scholes Value (as defined herein). For purposes of any such exercise, the determination of the Purchase
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 Purchase Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company
or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions
and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant
to which a Fundamental Transaction is effected include terms requiring any such successor or surviving entity to comply with the
provisions of this Section 2.1 and insuring that this Warrant (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a Fundamental Transaction. “Black-Scholes Value” shall be determined
in accordance with the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i)
a price per share of Common Stock equal to the Volume Weighted Average Price of the Common Stock for the trading day immediately
preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of such request and (iii) an expected
volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg L.P. determined as of the trading day immediately
following the public announcement of the applicable Fundamental Transaction.


 






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2.2.       Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred
to in this Section 2 hereof, this Warrant shall continue in full force and effect and the terms hereof shall be applicable
to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding
upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant
as provided in Section 5 hereof.


 


3.       Accredited
Investor Status. This Warrant may only be exercised by a Holder that is an “accredited investor” as that term is
defined in Rule 501 promulgated under the Securities Act of 1933, as amended.


 


4.       Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of Common Stock as a dividend
or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding
shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such event, the Purchase Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter
be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described in this Section 4. The number of shares of Common Stock that the Holder of this
Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying
the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such
exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section
4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.


 






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5.       Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable
on the exercise of the Warrants or in the Purchase Price, the Company at its expense will promptly cause its Chief Financial Officer
or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common
Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or
Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock
to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant
and any Warrant Agent (as defined herein) of the Company (appointed pursuant to Section 10 hereof). Holder will be entitled
to the benefit of the adjustment regardless of the giving of such notice. The timely giving of such notice to Holder is a material
obligation of the Company.


 


6.       Reservation
of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to
time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof, upon written request, to receive copies
of all financial and other information distributed or required to be distributed to the holders of the Company’s Common Stock.


 


7.       Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby,
may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange of this Warrant,
with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”)
and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance
with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant
or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form
(each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 






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8.       Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


9.       Maximum
Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the
Holder and its Affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial
ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes
of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act
and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would result
in the issuance of more than 4.99% of the outstanding shares of Common Stock. The restriction described in this paragraph may be
waived, in whole or in part, upon sixty-one (61) days’ prior notice from the Holder to the Company to increase such percentage.


 


10.       Warrant
Agent. The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”) for the purpose
of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1 hereof, exchanging this
Warrant pursuant to Section 7 hereof, and replacing this Warrant pursuant to Section 8 hereof, or any of the foregoing,
and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.


 


11.       Transfer
on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


12.       Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received), or (b) on the second business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be: (i) if to the Company, to Microphase Corporation, 100 Trap Falls Road Ext, Shelton, CT 06484
Attn: James Ashman, with a copy by fax only to (which shall not constitute notice) Lucosky Brookman LLP, 101 Wood Avenue South,
5th Floor, Iselin, NJ 08830, Attn: Joseph M. Lucosky, Esq., facsimile: (732) 395-4401, and (ii) if to the Holder, to the address
and facsimile number listed on the first paragraph of this Warrant.


 






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13.       Law
Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of New York
without regard to its principles of conflicts of laws or of any other State. Any action brought by either party hereto against
the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of New York or in
the federal courts located in the state and county of New York. The parties to this Warrant hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. The Company and the Holder waive trial by jury. The prevailing party shall
be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of
this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform to, such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any
other transaction document 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.





 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the Company has executed
this Warrant as of the date first written above.


 


	 	MICROPHASE CORPORATION	 
	 	
         

         
	 
	 	By:	 	 
	 	Name: 	Necdet Ergul	 
	 	Title: 	Chief Executive Officer	 


 



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Exhibit A


FORM OF EXERCISE


(to be signed only on exercise of Warrant)


 


TO: MICROPHASE CORPORATION


 


The undersigned, pursuant to the provisions set forth in the
attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):


 


___ ________ shares of the Common Stock covered by such Warrant;
or


	___	.


 


The undersigned herewith makes payment of the full purchase
price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of
(check applicable box or boxes):


 


___ $__________ in lawful money of the United States; and/or





 


The undersigned requests that the certificates for such shares
be issued in the name of, and delivered to __________________________________________, whose address is ___________________________
__________________________________________________________________________________________________.


 


The undersigned represents and warrants that all offers and
sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration
of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption
from registration under the Securities Act. The undersigned hereby represents an d warrants that the undersigned in an “accredited
investor” as that term is defined in Rule 501 promulgated under the Securities Act.


 




     


     


    




 


	Dated:___________________	 	 
	 	 	
        (Signature must conform to name of holder as

        specified on the face of the Warrant)

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)





 




     


     


    

 


Exhibit B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of Warrant)


 


For value received, the
undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the
right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of MICROPHASE CORPORATION
to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of MICROPHASE CORPORATION, with full power of substitution in the premises.


 


	Transferees	 	Percentage Transferred	 	Number Transferred
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Dated: __________________, _______	 	 
	 	 	
        (Signature must conform to name of holder as specified

        on the face of the warrant)

	 	 	 
	Signed in the presence of: 	 	 
	 	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	 	 	 
	ACCEPTED AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
	 	 	 
	(Name)