Exhibit 4.2


 


NEITHER
THE ISSUANCE AND 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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE 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. 


 


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


 


TANTECH HOLDINGS LTD


 


Form
of Warrant To Purchase Common Shares


 


Warrant No.: 2020-__


 


Date of Issuance: November __, 2020 (“Issuance
Date”)


 


Tantech Holdings Ltd,
a British Virgin Islands company (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, ______, the registered holder hereof or its permitted assigns (the
 “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Shares (including any Warrants to Purchase
Common Shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or
after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _____1
(subject to adjustment as provided herein) fully paid and non-assessable Common Shares (as defined below) (the “Warrant
Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein,
capitalized terms in this Warrant shall have the meanings set forth in Section 19. This Warrant is one of the Warrants to
Purchase Common Shares (the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities Purchase
Agreement, dated as of November __, 2020, by and among the Company and the investors (the “Buyers”) referred
to therein, as amended from time to time (the “Securities Purchase Agreement”).


 


	 	1.	EXERCISE OF WARRANT.


 


(a)          Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),
this Warrant may be exercised by the Holder on any day on or after the Issuance Date (an “Exercise Date”), in
whole or in part, by delivery via e-mail of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of
this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on
the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate
Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company
in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder
shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery
of an Exercise Notice with respect to less


 





 



1
100% warrant coverage.






 




     


     


    

than all of the Warrant Shares shall have
the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares
shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with
the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice,
the Company shall transmit by e-mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached
hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”).
On or before the second (2nd) Trading Day following the date on which the Company has received such Exercise Notice
(or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a
trade of such Warrant Shares initiated on the applicable Exercise Date), the Company shall (X) provided that the Transfer Agent
is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the
request of the Holder, credit such aggregate number of Common Shares to which the Holder is entitled pursuant to such exercise
to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder
or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent
by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the
Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for
the number of Common Shares to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the
Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or
the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection
with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Company shall
as soon as practicable and in no event later than two (2) Business Days after any exercise and at its own expense, issue and deliver
to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather
the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes
and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. Notwithstanding
the foregoing, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise (as defined
in Section 1(d)), the Company’s failure to deliver Warrant Shares to the Holder on or prior to the later of (A) two
(2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the 1934 Act or
other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise
Date) and (B) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless
Exercise) (such later date, the “Share Delivery Deadline”) shall not be deemed to be a breach of this Warrant.
From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates
in the DTC’s Fast Automated Securities Transfer Program..


 


(b)          Exercise
Price. For purposes of this Warrant, “Exercise Price” means $1.81, subject to adjustment as provided herein.


 


(c)          Company’s
Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, to issue to the Holder, on
or prior to the Share Delivery Deadline, either (I) to issue and deliver to the Holder (or its designee) a certificate for the
number of Common Shares to which the Holder is entitled and register such Common Shares on the Company’s share register or,
to credit the balance account of the Holder or the Holder’s designee with DTC for such number of Common Shares to which the
Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be) or (II) if a Registration Statement (as
defined in the Registration Rights Agreement (as defined in the Securities Purchase Agreement)) covering the resale of the Common
Shares that are the subject of the Exercise Notice (the “Unavailable Common Shares”) is not available for the
issuance of such Unavailable Common Shares and the Company fails to promptly, but in no event later than as required by the Registration
Rights Agreement (x) so notify the Holder and (y) deliver the Common Shares electronically without any restrictive legend by crediting
such aggregate number of Common Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit/Withdrawal At Custodian system (the




    	 	2	 



     


    

event described in the immediately foregoing
clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I)
above, a “Delivery Failure”), then, in addition to all other remedies available to the Holder, (X) the Company
shall pay in cash to the Holder on each day after such Share Delivery Deadline and during such Delivery Failure or Notice Failure,
as applicable, an amount equal to 0.5% of the product of (A) the aggregate number of Common Shares not issued to the Holder on
a timely basis and to which the Holder is entitled and (B) the Closing Sale Price of the Common Shares on the Trading Day immediately
preceding the last possible date on which the Company could have issued such Common Shares to the Holder without violating Section
1(a). In addition to the foregoing, if on or prior to such Share Delivery Deadline either (I) the Company shall fail to issue and
deliver to the Holder (or its designee) a certificate and register such Common Shares on the Company’s share register or,
the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number
of Common Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be), or (II) a Notice
Failure occurs, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise)
Common Shares to deliver in satisfaction of a sale by the Holder of all or any portion of the number of Common Shares, or a sale
of a number of Common Shares equal to all or any portion of the number of Common Shares, issuable upon such exercise that the Holder
so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall,
within two (2) Business Days after the Holder’s request and in the Holder’s discretion, either (I) pay cash to the
Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses,
if any) for the Common Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the
Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate
or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon the
Holder’s exercise hereunder (as the case may be) (and to issue such Common Shares) shall terminate, or (II) promptly honor
its obligation to so issue and deliver to the Holder a certificate or certificates representing such Common Shares or credit the
Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon the Holder’s
exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of Common Shares multiplied by (B) the lowest Closing Sale Price of the Common Shares on any
Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance
and payment under this clause (II). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing Common Shares (or to electronically deliver such Common Shares)
upon the exercise of this Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shall
cause its transfer agent to participate in the DTC Fast Automated Securities Transfer Program. In addition to the foregoing rights,
(i) if the Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable
Share Delivery Deadline, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have
the Company return, as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice;
provided that the rescission of an exercise shall not affect the Company’s obligation to make any payments that have accrued
prior to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement covering the
issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not available for the issuance or resale, as
applicable, of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise Notice prior to receiving notice of
the non-availability of such registration statement and the Company has not already delivered the Warrant Shares underlying such
Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the
Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its
Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind
such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant that has
not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s
obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,
and/or (y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 


(d)          Cashless
Exercise. If at any time after sixty (60) days following the Closing Date (as defined in the Securities Purchase Agreement),
there is no effective registration statement registering, or no current prospectus available for the issuance by the Company to
the Holder of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part
and, in lieu of making the cash payment otherwise contemplated




    	 	3	 



     


    

to be made to the Company upon such exercise
in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Common
Shares determined according to the following formula (a “Cashless Exercise”):


 


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


  


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


 


B = as elected by the Holder:
(i) the VWAP of the Common Shares on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise
Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed
and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as
defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) 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 Exercise Notice or (z) the
Bid Price of the Common Shares as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise
Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter
pursuant to Section 1(a) hereof, or (iii) the Closing Sale Price of the Common Shares on the date of the applicable Exercise Notice
if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section
1(a) hereof after the close of “regular trading hours” on such Trading Day.


 


C = the Exercise Price then in
effect for the applicable Warrant Shares at the time of such exercise. If the Warrant Shares are issued in a Cashless Exercise,
the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares take on the registered
characteristics of the Warrants being exercised.


 


For purposes of Rule 144(d) promulgated
under the 1933 Act, as in effect on the initial Issuance Date, it is intended that the Warrant Shares issued in a Cashless Exercise
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement.


 


(e)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 15.


 


(f)          Limitations
on Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right
to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null
and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other
Attribution Parties collectively would beneficially own in excess of [4.99%][9.99%]2
(the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution
Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common
Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall
exclude Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or
warrants, including other SPA Warrants) beneficially owned by the Holder or any other Attribution


 





 






2
As elected by the Holder on or prior to the Issuance Date.





    	 	4	 



     


    

Party subject to a limitation on conversion
or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership
shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common
Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on
the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F or Foreign
Report on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company
or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding
(the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time
when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify
the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise
cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage,
the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number
of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable,
the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time,
upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or
by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares
shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by
the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the
event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution
Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common
Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the
other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer
the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the
Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice
to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after
delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such
notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after
such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution
Parties and not to any other holder of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the
Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability
to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph
with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph
or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.


 


(g)          Insufficient
Authorized Shares. The Company shall at all times keep reserved for issuance under this Warrant a number of Common Shares as
shall be necessary to satisfy the Company’s obligation to issue Common Shares hereunder (without regard to any limitation
otherwise contained herein with respect to the number of Common Shares that may be acquirable upon exercise of this Warrant). If,
notwithstanding the foregoing, and not in limitation thereof, at any time while any of the SPA Warrants remain outstanding the
Company does not have a sufficient number of authorized and unreserved Common Shares to satisfy its obligation to reserve for issuance
upon exercise of the SPA Warrants at least a number of Common Shares (the “Required Reserve Amount”) equal to
the number of Common Shares as shall from time to time be necessary to effect the exercise of all of the SPA Warrants then outstanding
(an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the
Company’s authorized Common Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for
all the SPA Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after
the date of the occurrence of an Authorized Share Failure, but in no event later




    	 	5	 



     


    

than ninety (90) days after the occurrence
of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number
of authorized Common Shares. In connection with such meeting, the Company shall provide each shareholder with a proxy statement
and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized Common Shares and to
cause its board of directors to recommend to the shareholders that they approve such proposal. In the event that the Company is
prohibited from issuing Common Shares upon an exercise of this Warrant due to the failure by the Company to have sufficient Common
Shares available out of the authorized but unissued Common Shares (such unavailable number of Common Shares, the “Authorization
Failure Shares”), in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash in
exchange for the cancellation of such portion of this Warrant exercisable into such Authorization Failure Shares at a price equal
to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price of the
Common Shares on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Notice with
respect to such Authorization Failure Shares to the Company and ending on the date of such issuance and payment under this Section
1(g) and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction
of a sale by the Holder of Authorization Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of
the Holder incurred in connection therewith.


 


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


 


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


 


(b)          Adjustment
Upon Issuance of Shares of Common Shares. If and whenever on or after the date of the Securities Purchase Agreement, the Company
issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any Common Shares (including the issuance
or sale of Common Shares owned or held by or for the account of the Company, but excluding any Excluded Securities 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 issuance 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. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the
New Issuance Price under this Section 2(b)), the following shall be applicable:


 


(i)          Issuance
of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one Common Share
is at any time 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 is less than the Applicable Price, then such Common Share 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 2(b)(i), the “lowest price per share for which one Common Share is issuable upon the exercise
of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option”
shall be equal to (1) the lower of (x) the




    	 	6	 



     


    

sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to any one Common 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 (y) the lowest exercise price set forth in such Option for which one Common Share is issuable upon the exercise
of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option
minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) 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). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the
actual issuance of such Common Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance
of such Common Shares upon conversion, exercise or exchange of such Convertible Securities.


 


(ii)         Issuance
of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per
share for which one Common Share is at any time issuable upon the conversion, exercise or exchange thereof is less than the Applicable
Price, then such Common 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 2(b)(ii), the
 “lowest price per share for which one Common Share is issuable upon the conversion, exercise or exchange thereof” shall
be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one Common Share upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange
of such Convertible Security and (y) the lowest conversion price set forth in such Convertible Security for which one Common Share
is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such
Convertible Security (or any other Person) 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). Except as contemplated
below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Shares upon conversion,
exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon
exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 2(b),
except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.


 


(iii)        Change
in Option Price or Rate of Conversion. If 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 Common Shares increases or decreases at any time, 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 2(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of the Securities
Purchase Agreement are increased or decreased in the manner described in the immediately preceding sentence, then such Option or
Convertible Security and the Common 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 2(b) shall be made if such
adjustment would result in an increase of the Exercise Price then in effect.


 


(iv)        Calculation
of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the
issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary
Security”, and such Option and/or Convertible Security and/or Adjustment Right, 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 lower of (x)
the purchase price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest




    	 	7	 



     


    

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 Sections
2(b)(i) or 2(b)(ii) above and (z) the lowest VWAP of the shares of Common Stock on any Trading Day during the five (5) Trading
Day period (the “Adjustment 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 and if this Warrant is exercised, on any given
Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant converted on such applicable
Exercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior
to such Exercise Date). If any Common Shares, 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 consideration received by the Company
therefor. If any Common Shares, 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 Common Shares, 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 value
of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Shares, Options or
Convertible Securities, as the case may be. The fair 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 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 the Company takes a record of the holders of Common Shares for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Shares, Options or in Convertible Securities or (B) to subscribe for or purchase
Common Shares, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of
the Common Shares 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).


 


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


 


(d)          Holder’s
Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities. In addition to and not
in limitation of the other provisions of this Section 2, if the Company in any manner issues or sells or enters into any agreement
to issue or sell, any Common Shares, Options or Convertible Securities (any such securities, “Variable Price Securities”)
after the Subscription Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for
shares of Common Shares at a price which varies or may vary with the market price of the shares of Common Shares, including by
way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions
(such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable
price being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof via
facsimile and overnight courier to the Holder on the date of such agreement and the issuance of such Convertible Securities or
Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the Holder
shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Exercise Price upon
exercise of this Warrant by designating in the Exercise Notice delivered upon any exercise of this Warrant that solely for purposes
of such exercise the Holder is relying on the Variable Price rather than the Exercise Price then in




    	 	8	 



     


    

effect. The Holder’s election to
rely on a Variable Price for a particular exercise of this Warrant shall not obligate the Holder to rely on a Variable Price for
any future exercises of this Warrant.


 


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


 


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


 


(g) Voluntary Adjustment
By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the term of this
Warrant, 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.


 


3.           RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare
or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way
of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property
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 initial Issuance Date, then, in each such case, the Holder shall be
entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had
held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distributions would
result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to such extent (or the beneficial ownership of any such Common Shares as a result of such Distribution to such extent) and such
Distribution to such extent 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 Maximum Percentage).


 


4.           PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)          Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to the record
holders of any class of Common Shares (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares
are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, to the extent that the Holder’s




    	 	9	 



     


    

right to participate in any such Purchase
Right would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such
Purchase Right to such extent (or beneficial ownership of such Common Shares 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 Maximum Percentage).


 


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


 


(c)          Black
Scholes Value. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered
at any time commencing on the earliest to occur of (x) the public disclosure of any Fundamental Transaction, (y) the consummation
of any Fundamental Transaction and (z) the Holder first becoming aware of any Fundamental Transaction through the date that is
ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction by the Company pursuant to a Current
Report on Form 6-K filed with the SEC, the Company or the Successor Entity (as the case may be) shall purchase this Warrant from
the Holder




    	 	10	 



     


    

on the date of such request by paying to
the Holder cash in an amount equal to the Black Scholes Value. Payment of such amounts shall be made by the Company (or at the
Company’s direction) to the Holder on or prior to the later of (x) the second (2nd)
Trading Day after the date of such request and (y) the date of consummation of such Fundamental Transaction.


 


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


 


5.            NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Memorandum of Association (as defined in
the Securities Purchase Agreement), Articles of Association (as defined in the Securities Purchase Agreement) or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good
faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of any Common Shares receivable
upon the exercise of this Warrant above the Exercise Price then in effect, (b) shall take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Common Shares upon the exercise
of this Warrant, and (c) shall, in accordance with Section 1(g) above, so long as any of the SPA Warrants are outstanding, take
all action necessary to reserve and keep available out of its authorized and unissued Common Shares, solely for the purpose of
effecting the exercise of the SPA Warrants, the maximum number of Common Shares as shall from time to time be necessary to effect
the exercise of the SPA Warrants then outstanding (without regard to any limitations on exercise).


 


6.            WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the
Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity
as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of shares, reclassification of shares, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other
information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.
For purposes hereof, filing of SEC Documents (as defined in the Securities Purchase Agreement) shall constitute delivery to the
Holder of such SEC Documents.


 


7.            REISSUANCE
OF WARRANTS.


 


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


 


(b)          Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall
suffice as such evidence), and, in the case of loss, theft




    	 	11	 



     


    

or destruction, of any indemnification
undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation
of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


 


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


 


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


 


8.            Company
Optional Redemption. 


 


(a)          General.
If (i) the VWAP of the Common Shares listed on the Principal Market exceeds 300% of the initial Exercise Price (as may be adjusted
pursuant to Section 2(a)) for fifteen (15) consecutive Trading Days (the “Company Optional Redemption Measuring Period”),
and (ii) no Equity Conditions Failure then exists, the Company shall have the right to redeem all, but not less than all, of this
Warrant at a price equal to the product of (A) the difference of (x) the highest VWAP on any Trading Day during the period commencing
as of the first Trading Day of the Company Optional Redemption Measuring Period and ending on the Trading Day immediately preceding
the Company Optional Redemption Notice Date and (y) the Exercise Price then in effect and (B) the Warrant Number then outstanding
(the “Company Optional Redemption Price”) on the Company Optional Redemption Date (each as defined below) (a
 “Company Optional Redemption”). The Company may exercise its right to require redemption under this Section
8(a) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of
Warrants (the “Company Optional Redemption Notice” and the date all of the holders of Warrants received such
notice is referred to as the “Company Optional Redemption Notice Date”). The Company may deliver only one Company
Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable. The Company Optional Redemption
Notice shall (x) state the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption
Date”) which date shall not be less than seven (7) Trading Days nor more than twenty (20) Trading Days following the
Company Optional Redemption Notice Date, (y) certify that there has been no Equity Conditions Failure and (z) state the Company
Optional Redemption Price with respect to this Warrant (and analogous provisions under the other SPA Warrants) on the Company Optional
Redemption Date. Notwithstanding anything herein to the contrary, (i) if no Equity Conditions Failure has occurred as of the Company
Optional Redemption Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional Redemption Date,
(A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions
Failure, the Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption Notice shall be null
and void and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, this Warrant may be exercised,
in whole or in part, by the Holders into Common Shares pursuant to Section 1.


 


(b)          Pro
Rata Redemption Requirement. If the Company elects to cause a Company Optional Redemption of this Warrant pursuant to Section
8(a), then it must simultaneously take the same action with respect to all of the other SPA Warrants.


 


9.            NOTICES;
Currency;Payments.


 




    	 	12	 



     


    

(a)          Notices.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of
all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor.
Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon each
adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation
of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the Common Shares, (B) with respect to any grants, issuances or sales of
any Options, Convertible Securities or rights to purchase shares, warrants, securities or other property to holders of Common Shares
or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each
case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the
Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries,
the Company shall simultaneously file such notice with the Securities and Exchange Commission (the “SEC”) pursuant
to a Current Report on Form 6-K. It is expressly understood and agreed that the time of execution specified by the Holder in each
Exercise Notice shall be definitive and may not be disputed or challenged by the Company (except to the extent such Exercise Notice
is not provided to the Company on the Trading Day in which such time of execution occurs).


 


(b)          Currency.
All amounts owing under this Warrant that, in accordance with their terms, are paid in cash shall be paid in United States dollars
(“U.S. Dollars”). All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar
equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in
relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar exchange rate as
published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is
calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such period of time).


 


(c)          Payments.
Whenever any payment is to be made by the Company to any Person pursuant to this Warrant, such payment shall be made in lawful
money of the United States of America via wire transfer of U.S. Dollars in immediately available funds in accordance with the Holder’s
wire transfer instructions delivered to the Company on or prior to such payment date or, in the absence of such instructions, by
a certified check drawn on the account of the Company and sent via overnight courier service to such Person at such address as
previously provided to the Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth
on the Schedule of Buyers attached to the Securities Purchase Agreement).


 


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


 


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


 


12.          GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of
New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the




    	 	13	 



     


    

laws of any jurisdictions other than the
State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be
deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder.
The Company hereby appoints Vcorp Agent Services, Inc., 25 Robert Pitt Drive, Suite 204, Monsey, NY, 10952, Rockland County, as
its agent for service of process in New York. If service of process is effected pursuant to the above sentence, such service will
be deemed sufficient under New York law and the Company shall not assert otherwise. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


13.          JUDGMENT
CURRENCY.


 


(a)          If
for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to
convert into any other currency (such other currency being hereinafter in this Section 13 referred to as the “Judgment
Currency”) an amount due in U.S. Dollars under this Warrant, the conversion shall be made at the Exchange Rate prevailing
on the Trading Day immediately preceding:


 


(i)          the
date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
that will give effect to such conversion being made on such date: or


 


(ii)         the
date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as
of which such conversion is made pursuant to this Section 13(a)(ii) being hereinafter referred to as the “Judgment Conversion
Date”).


 


(b)          If
in the case of any proceeding in the court of any jurisdiction referred to in Section 13(a)(ii) above, there is a change in the
Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of U.S. Dollars which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment
Conversion Date.


 


(c)          Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Warrant.


 


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


 


15.          DISPUTE
RESOLUTION.


 


(a)          Submission
to Dispute Resolution.


 




    	 	14	 



     


    

(i)          In
the case of a dispute relating to the Exercise Price, the Bid Price, the Closing Sale Price, Black Scholes Consideration Value,
Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including,
without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may
be) shall submit the dispute to the other party via facsimile (A) if by the Company, within two (2) Business Days after the occurrence
of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances
giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise
Price, such Bid Price, such Closing Sale Price, such Black Scholes Consideration Value, Black Scholes Value or such fair market
value or such arithmetic calculation of the number of Warrant Shares (as the case may be), at any time after the third (3rd) Business
Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder
(as the case may be), then the Holder may, at its sole option, select an independent, reputable investment bank to resolve such
dispute.


 


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


 


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


 


(b)          Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 15 constitutes an agreement to arbitrate between the Company
and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules
(“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR §
7503(a) in order to compel compliance with this Section 13, (ii) a dispute relating to the Exercise Price includes, without limitation,
disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Shares occurred under Section 2(b), (B) the
consideration per share at which an issuance or deemed issuance of Common Shares occurred, (C) whether any issuance or sale or
deemed issuance or sale of Common Shares was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether
an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance
occurred, (iii) the terms of this Warrant and each other applicable Transaction Document shall serve as the basis for the selected
investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized)
to make all findings, determinations and the like that such investment bank determines are required to be made by such investment
bank in connection with its resolution of such dispute (including, without limitation, determining (A) whether an issuance or sale
or deemed issuance or sale of Common Shares occurred under Section 2(b), (B) the consideration per share at which an issuance or
deemed issuance of Common Shares occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Shares was an
issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like
constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred) and in resolving




    	 	15	 



     


    

such dispute such investment bank shall
apply such findings, determinations and the like to the terms of this Warrant and any other applicable Transaction Documents, (iv)
the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section
15 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set
forth in this Section 15 and (v) nothing in this Section 15 shall limit the Holder from obtaining any injunctive relief or other
equitable remedies (including, without limitation, with respect to any matters described in this Section 15).


 


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


 


17.          PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands of an attorney for collection
or enforcement or is collected or enforced through any legal proceeding or the holder otherwise takes action to collect amounts
due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership
of the company or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then the
Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements; provided,
however, that this Section 17 shall not apply in the event such action is determined by a court to be substantially without merit.


 


18.          TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may be otherwise
required by Section 4.1 of the Securities Purchase Agreement.


 


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


 


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


 


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


 


(c)          
 “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with
respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 2) of Common Shares (other than rights
of the type described in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the
Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash
adjustment or other similar rights).


 




    	 	16	 



     


    

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


 


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


 


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


 


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


 


(h)          “Black
Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the
case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Shares on the Trading
Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such
Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for
a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date
of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv)
an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the HVT function on Bloomberg (determined
utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option,
Convertible Security or Adjustment Right (as the case may be).


 


(i)          “Black
Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s
request pursuant to Section 4(c), which value is calculated using the Black Scholes Option Pricing Model obtained from the
 “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing
Sale Price of the Common Shares during the period beginning on the Trading Day immediately preceding the announcement of the applicable
Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day
of the Holder’s request pursuant to Section 4(c) and (2) the sum of the price per share being offered in cash in the applicable
Fundamental Transaction (if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction
(if any),




    	 	17	 



     


    

(ii) a strike price equal to the Exercise
Price in effect on the date of the Holder’s request pursuant to Section 4(c), (iii) a risk-free interest rate corresponding
to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s
request pursuant to Section 4(c) and (2) the remaining term of this Warrant as of the date of consummation of the applicable
Fundamental Transaction or as of the date of the Holder’s request pursuant to Section 4(c) if such request is prior
to the date of the consummation of the applicable Fundamental Transaction, (iv) a zero cost of borrow and (v) an expected volatility
equal to the greater of 100% and the 30 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365
day annualization factor) as of the Trading Day immediately following the earliest to occur of (A) the public disclosure of the
applicable Fundamental Transaction, (B) the consummation of the applicable Fundamental Transaction and (C) the date on which the
Holder first became aware of the applicable Fundamental Transaction.


 


(j)          “Bloomberg”
means Bloomberg, L.P.


 


(k)          “Business
Day” means any day other than Saturday, Sunday or other day which is a federal legal holiday in the United States or
on which the Federal Reserve Bank of New York is not open for business.


 


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


 


(m)          “Common
Shares” means (i) the Company’s common shares, $0.001 par value per share, and (ii) any share capital into
which such common shares shall have been changed or any share capital resulting from a reclassification of such common shares.


 


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


 


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


 


(p)          “Equity
Conditions” means: (i) on each day during the period beginning one month prior to the applicable date of determination
and ending on and including the applicable date of determination the Registration Statement is effective and the prospectus contained
therein shall be available for the issuance by the Company to the Holder of all of the Warrant Shares (disregarding any limitation
on exercise of this Warrant); (ii) on each day during the period beginning three months prior to the applicable date of determination
and ending on and including the applicable date of determination (the “Equity Conditions Measuring Period”),
the Common Shares (including all of the Warrant Shares) is listed or designated for quotation (as applicable) on an Eligible Market
and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and
occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension
by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring) or pending either (A) in writing
by such Eligible Market or (B) by falling below the minimum listing maintenance requirements of the Eligible Market on which the
Common Shares are then listed or designated for quotation (as




    	 	18	 



     


    

applicable); (iii) on each day during the
Equity Conditions Measuring Period, the Company shall have delivered all Common Shares issuable upon exercise of this Warrant on
a timely basis as set forth in Section 1hereof and all other shares of share capital required to be delivered by the Company on
a timely basis as set forth in the other Transaction Documents; (iv) any Common Shares to be issued in connection with the event
requiring determination may be issued in full without violating Section 1(f) hereof; (v) any Common Shares to be issued in connection
with the event requiring determination may be issued in full without violating the rules or regulations of the Eligible Market
on which the Common Shares are then listed or designated for quotation (as applicable); (vi) 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; (vii) the Company shall have no knowledge of any fact that would reasonably be expected
to cause the Registration Statement to not be effective or the prospectus contained therein to not be available for the issuance
by the Company to the Holder of all of the Warrant Shares (disregarding any limitation on exercise of this Warrant); (viii) the
Holder shall not be in (and no other Buyer shall 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; and (ix) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance
with each provision, covenant, representation or warranty of any of the Transaction Documents and shall not have breached any,
provision, covenant, representation or warranty of any of the Transaction Documents.


 


(q)          “Equity
Conditions Failure” means, with respect to a particular date of determination, that on any day during the period commencing
twenty (20) Trading Days immediately prior to such date of determination, the Equity Conditions have not been satisfied (or waived
in writing by the Holder).


 


(r)          “Excluded
Securities” shall have the meaning as set forth in the Securities Purchase Agreement.


 


(s)          “Expiration
Date” means the date that is the fifth (5th) anniversary of the Issuance Date or, if such date falls on a
day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next date that is not a Holiday.


 


(t)          “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or
otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving
corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be
subject to or have its Common Shares be subject to or party to one or more Subject Entities making, a purchase, tender or exchange
offer that is accepted by the holders of at least either (x) 50% of the outstanding Common Shares, (y) 50% of the outstanding Common
Shares calculated as if any Common Shares held by all Subject Entities making or party to, or Affiliated with any Subject Entities
making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of Common Shares such that
all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange
offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding
Common Shares, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject
Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding Common Shares, (y) at least 50%
of the outstanding Common Shares calculated as if any Common Shares held by all the Subject Entities making or party to, or Affiliated
with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or
(z) such number of Common Shares such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3
under the 1934 Act) of at least 50% of the outstanding Common Shares, or (v) reorganize, recapitalize or reclassify its Common
Shares, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or
more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding Common Shares, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in




    	 	19	 



     


    

any manner whatsoever, of either (x) at
least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Shares, (y) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding Common Shares not held by all such Subject Entities as of the date
of this Warrant calculated as if any Common Shares held by all such Subject Entities were not outstanding, or (z) a percentage
of the aggregate ordinary voting power represented by issued and outstanding Common Shares or other equity securities of the Company
sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders
of the Company to surrender their Common Shares without approval of the shareholders of the Company or (C) directly or indirectly,
including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into
any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in
which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or
inconsistent with the intended treatment of such instrument or transaction.


 


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


 


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


 


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


 


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


 


(y)          “Principal
Market” means the Nasdaq Capital Market.


 


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


 


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


 


(bb)         “Trading
Day” means any day on which the Common Shares are traded on the Principal Market, or, if the Principal Market is not
the principal trading market for the Common Shares, then on the principal securities exchange or securities market on which the
Common Shares are then traded, provided that “Trading Day” shall not include any day on which the Common Shares are
scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Shares are suspended from trading
during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder.


 


(cc)         
 “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal
securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New
York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted
average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending
at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security
by Bloomberg for such hours,




    	 	20	 



     


    

the average of the highest closing bid
price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets”
by OTC Markets Group Inc. (formerly Pink Sheets LLC). If VWAP cannot be calculated for such security on such date on any of the
foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and
the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall
be resolved in accordance with the procedures in Section 15. All such determinations shall be appropriately adjusted for any
share dividend, share split, share combination or other similar transaction during such period.


 


[signature page follows]




    	 	21	 



     


    

 


Warrant No. 2020-__


  


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


 


	 	TANTECH HOLDINGS LTD
	 	 	 
	 	By:	 
	 	 	Name:	Zhengyu Wang
	 	 	Title:	Chief Executive Officer


 


	 	 	 


 


 


 




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EXHIBIT A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK


 


TANTECH
HOLDINGS LTD


 


The undersigned holder
hereby exercises the right to purchase _________________ of the Common Shares (“Warrant Shares”) of Tantech
Holdings Ltd, a British Virgin Islands company (the “Company”), evidenced by Warrant to Purchase Common Shares
No. _______ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


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


 


	 	____________	a “Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


	 	____________	a “Cashless Exercise” with respect to _______________ Warrant Shares.


 


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


 


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


 


3.          Variable
Price Securities. By checking the box in this Item 4, the holder elects to exercise the Warrant by substituting the Variable
Price for the Exercise Price pursuant to Section 2(d) of the Warrant, which Variable Price equals $             
per share.   ̈


 


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


 


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


 


	Issue to:	 
	 	 
	 	 
	 	 
	 	 


 


	 	 	 


 


 


 


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


 


	DTC Participant:	 




    	 	23	 



     


    

 


	 	 
	DTC Number:	 
	 	 
	Account Number:	 


 


Please deliver this Exercise Notice to
wang@f0086.com with a copy to awbasch@kaufcan.com or to such other e-mails of the Company and its legal counsel as specified in
writing to the holder in accordance with Section 8(f) of the Securities Purchase Agreement


 


	Date: ______________________________ ___, _________	 
	 	 
	________________________________________________	 
	Name of Registered Holder	 


 


	By: 	__________________________________________	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Tax ID:____________________________________	 
	 	 	 
	 	Facsimile:__________________________________	 


 


	 	 	 


 


 


 




    	 	24	 



     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of Common Shares in accordance
with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________.


  


	 	TANTECH HOLDINGS LTD
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	 	 


 






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