Exhibit
10.4


 


SERIES
B WARRANT


 


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 SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


HEALTHLYNKED
CORP.


 


Series
B Warrant To Purchase Common Stock


 


Warrant
No.:


Number
of Shares of Common Stock: _____________


Date
of Issuance: July 17, 2018 (“Issuance Date”)


 


HealthLynked
Corp., a Nevada corporation (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, at any time or times on or after
the date hereof, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), up to a maximum of ___________
(________________)1 fully paid nonassessable shares of Common Stock, subject to the Maximum Eligibility Number of fully
paid nonassessable shares of Common Stock, all subject to adjustment as provided herein (the “Warrant Shares”).
Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase
Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set
forth in Section 17. This Warrant is one of the Series B Warrants to purchase Common Stock (the “SPA Warrants”)
issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of July 16, 2018 (the “Subscription
Date”), by and among the Company and the investors (the “Buyers”) referred to therein (the “Securities
Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to
such terms in the Securities Purchase Agreement.


 


 


 






	1	Insert 212.5% of the aggregate number of shares of Common
Stock and Pre-funded Warrants purchased by the Holder pursuant to the Securities Purchase Agreement on the Issuance Date.




 






     


     


    

 


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 at any time or times on or after the Issuance Date, in whole or
in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise
Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise
Price”) in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is
being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the
original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less
than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant
evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following
the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgment
of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”).
On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard
Settlement Period, in each case, following the date on which the Holder delivers the Exercise Notice to the Company, so long as
the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd)
Trading Day following the date on which the Company has received the Exercise Notice (the “Share Delivery Date”)
(provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be two (2) Trading
Days after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that
the Transfer Agent is participating in The Depository Trust Company (”DTC”) Fast Automated Securities Transfer
Program and (A) the Warrant Shares are subject to an effective resale registration statement in favor of the Holder or (B) if
exercised via Cashless Exercise, at a time when Rule 144 would be available for immediate resale of the Warrant Shares by the
Holder, credit 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, or (Y) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program or (A) the Warrant Shares are not subject to an effective
resale registration statement in favor of the Holder and (B) if exercised via Cashless Exercise, at a time when Rule 144 would
not be available for immediate resale of the Warrant Shares by the Holder, issue and dispatch by overnight courier to the address
as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its
designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible
for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC,
if any. Upon delivery of the 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 the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its
own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares
issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant
is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant
Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue
and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.
Notwithstanding any provision of this Warrant to the contrary, no more than the Maximum
Eligibility Number of Warrant Shares shall be exercisable hereunder.


 






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(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.0001 per share, 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 Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, a certificate for the number of shares of Common Stock to which the Holder is entitled and register
such shares of Common Stock on the Company’s share register or if the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, to credit the Holder’s balance account with DTC, for such number of shares of Common Stock to which
the Holder is entitled upon the Holder’s exercise of this Warrant or (II) if the Registration Statement covering the resale of
the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available
for the resale of such Unavailable Warrant Shares and the Company fails to promptly, but in no event later than as is required
pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Warrant Shares electronically without
any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system (the event described
in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the
event described in clause (I) above, an “Exercise Failure”), then, in addition to all other remedies available
to the Holder, (X) the Company shall pay in cash to the Holder on each day after the Share Delivery Date and during such Exercise
Failure an amount equal to 1.0% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder
on or prior to the Share Delivery Date and to which the Holder is entitled, and (B) any trading price of the Common Stock selected
by the Holder in writing as in effect at any time during the period beginning on the applicable date of delivery of an Exercise
Notice and ending on the applicable Share Delivery Date, and (Y) the Holder, upon written notice to the Company, may void its
Exercise Notice with respect to, and retain or have returned, as the case may be, any portion of this Warrant that has not been
exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice shall not affect the Company’s obligations
to make any payments which have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise. In addition
to the foregoing, if on or prior to the Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate to the Holder and register such
shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities
Transfer Program, credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is
entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below or (II) a
Notice Failure occurs, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares
of Common Stock relating to the applicable Exercise Failure (a “Buy-In”), then the Company shall, within five
(5) Trading 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 shares
of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate
(and to issue such shares of Common Stock) or credit the Holder’s balance account with DTC for such shares of Common Stock shall
terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares
of Common Stock or credit the Holder’s balance account with DTC, as applicable, 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 shares of Common Stock, times (B) any trading
price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable
date of delivery of an Exercise Notice and ending on the applicable Share Delivery Date. Nothing herein 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
shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise of this Warrant as required
pursuant to the terms hereof.


 






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(d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise
this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon
such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”
of shares of Common Stock 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
applicable: (i) the Weighted Average Price of the Common Stock 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 Weighted Average Price of the Common Stock on the Trading Day immediately
preceding the date of the applicable Exercise Notice or (z) the bid price of the Common Stock on the principal Trading Market
as reported by Bloomberg 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 (including
until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(a) hereof or
(iii) the Weighted Average Price of the Common Stock 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.


 






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If
shares of Common Stock are issued pursuant to this Section 1(d), the Company hereby acknowledges and agrees 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.
The Company agrees not to take any position contrary to this Section 1(d).


 


(e)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, 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 12.


 


(f)
Beneficial Ownership Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall
not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this
Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never
made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively
would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of
shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of
Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares
of Common Stock 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 the Series A Warrants and Pre-funded Warrants (as defined in the Securities Purchase Agreement)) beneficially
owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation
contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without
exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x)
the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public
filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public
announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number of shares
of Common Stock 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 shares of Common Stock is less than the Reported Outstanding Share
Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock 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), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased
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)
Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by the Holder 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 shares of Common Stock 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 shares of Common Stock (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
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 shares
of Common Stock 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.


 






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(g)
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of
this Warrant at least a number of shares of Common Stock equal to 100% of the number of shares of Common Stock as shall from time
to time be necessary to effect the exercise of all of this Warrant then outstanding without regard to any limitation on exercise
included herein and assuming that the Maximum Eligibility Number is being determined based on a Reset Price equal to $0.08 (as
adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock
splits or other similar events occurring after the Subscription Date) (the “Required Reserve Amount” and the
failure to have such sufficient number of authorized and unreserved shares of Common Stock, an “Authorized Share Failure”),
then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an
amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without limiting
the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting
of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such
meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’
approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders
that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is
able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve
the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent
and submitting for filing with the SEC an Information Statement on Schedule 14C. In the event that upon any exercise of this Warrant,
the Company does not have sufficient authorized shares to deliver in satisfaction of such exercise, then unless the Holder elects
to void such attempted exercise, the Holder may require the Company to pay to the Holder within three (3) Trading Days of the
applicable exercise, cash in an amount equal to the product of (i) the quotient determined by dividing (x) the number of Warrant
Shares that the Company is unable to deliver pursuant to this Section 1(g), by (y) the total number of Warrant Shares issuable
upon exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant) and (ii) the Black
Scholes Value; provided, that (x) references to “the day immediately following the public announcement of the applicable
Fundamental Transaction” in the definition of “Black Scholes Value” shall instead refer to “the date the Holder
exercises this Warrant and the Company cannot deliver the required number of Warrant Shares because of an Authorized Share Failure”
and (y) clause (iii) of the definition of “Black Scholes Value” shall instead refer to “the underlying price per
share used in such calculation shall be the highest Weighted Average Price during the period beginning on the date of the applicable
date of exercise and the date that the Company makes the applicable cash payment.”


 






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2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be
adjusted from time to time as follows:


 


(a)
Maximum Eligibility Number.


 


(i)
First Reset. The Maximum Eligibility Number shall be increased (but not decreased) on the First Reset Date to equal the
First Reset Share Amount.


 


(ii)
Second Reset. If (A) the First Reset Date was triggered by clause (i) of such definition and the Registration Statement
is not available for the resale of all Registrable Securities at all times from the first date the SEC has declared the Registration
Statement covering the resale of all Registrable Securities effective until the fortieth (40th) Trading Day following
such date or (B) the First Reset Date was triggered by either clause (ii) or clause (iii) of such definition and there shall occur
a Public Information Failure at any time on or prior to the fortieth (40th) Trading Day following the date that is
six (6) months immediately following the Issuance Date, the Maximum Eligibility Number shall be further increased (but not decreased)
on the Second Reset Date, by the Second Reset Share Amount.


 


(iii)
Third Reset. If (A) the Second Reset Date was triggered by clause (ii)(x) of such definition and the Registration Statement
is not available for the resale of all Registrable Securities at all times from the first date the SEC has declared the Registration
Statement covering the resale of all Registrable Securities effective until the fortieth (40th) Trading Day following
such date or (B) the Second Reset Date was triggered by any other clause of such definition and there shall occur a Public Information
Failure at any time on or prior to the fortieth (40th) Trading Day following the first (1st) year anniversary
of the Issuance Date, the Maximum Eligibility Number shall be further increased (but not decreased) on the Third Reset Date, by
the Third Reset Share Amount.]


 


(b)
Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant, with the prior written consent
of the Required Holders, 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.


 


(c)
Adjustment Upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription
Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock
into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 






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


 


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


 






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(b)
Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor
Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance
with the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Required Holders
and approved by the Required Holders prior to such Fundamental Transaction, including agreements , if so requested by the Holder,
to deliver to each holder of the SPA Warrants in exchange for such SPA Warrants a security of the Successor Entity evidenced by
a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise
price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable
for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and satisfactory to the Required Holders, and with an exercise price which applies the exercise price hereunder to such shares
of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price
being for the purpose of protecting the economic value of this Warrant immediately prior to the occurrence or consummation of
such Fundamental Transaction). Any security issuable or potentially issuable to the Holder pursuant to the terms of this Warrant
on the consummation of a Fundamental Transaction shall be registered and freely tradable by the Holder without any restriction
or limitation or the requirement to be subject to any holding period pursuant to any applicable securities laws. No
later than (i) thirty (30) days prior to the occurrence or consummation of any Fundamental Transaction or (ii) if later, the first
Trading Day following the date the Company first becomes aware of the occurrence or potential occurrence of a Fundamental Transaction,
the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder. Upon
the occurrence or consummation of any Fundamental Transaction, and it shall be a required condition to the occurrence or consummation
of any Fundamental Transaction that, the Company and the Successor Entity or Successor Entities, jointly and severally, shall
succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be
added to the term “Company” under this Warrant (so that from and after the date of such Fundamental Transaction, each
and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor
Entity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly
and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the
Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities,
jointly and severally, had been named as the Company in this Warrant, and, solely at the request of the Holder, if the Successor
Entity and/or Successor Entities is a publicly traded corporation whose common stock is quoted on or listed for trading on an
Eligible Market, shall deliver (in addition to and without limiting any right under this Warrant) to the Holder in exchange for
this Warrant a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar
in form and substance to this Warrant and exercisable for a corresponding number of shares of capital stock of the Successor Entity
and/or Successor Entities (the “Successor Capital Stock”) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction (such corresponding number of shares of Successor Capital Stock to be delivered to the Holder shall be
equal to the greater of (A) the quotient of (i) the aggregate dollar value of all consideration (including cash consideration
and any consideration other than cash (“Non-Cash Consideration”), in such Fundamental Transaction, as such values
are set forth in any definitive agreement for the Fundamental Transaction that has been executed at the time of the first public
announcement of the Fundamental Transaction or, if no such value is determinable from such definitive agreement, as determined
in accordance with Section 12 with the term “Non-Cash Consideration” being substituted for the term “Exercise Price”)
that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility
or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately
prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental
Transaction (without regard to any limitations on the exercise of this Warrant) (the “Aggregate Consideration”)
divided by (ii) the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation
or occurrence of the Fundamental Transaction and (B) the product of (i) the quotient obtained by dividing (x) the Aggregate Consideration,
by (y) the Closing Sale Price of the Common Stock on the Trading Day immediately prior to the consummation or occurrence of the
Fundamental Transaction and (ii) the highest exchange ratio pursuant to which any stockholder of the Company may exchange shares
of Common Stock for Successor Capital Stock) (provided, however, to the extent that the Holder’s right to receive
any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder and its
other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such
shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their
equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be
held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its other Attribution
Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to the extent as if
there had been no such limitation), and such security shall be satisfactory to the Holder, and with an identical exercise price
to the Exercise Price hereunder (such adjustments to the number of shares of capital stock and such exercise price being for the
purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Warrant
that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder
solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required condition to
the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities
shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the occurrence
or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares of Common Stock, Successor
Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities, cash, assets or other
property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction), such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes
of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the
happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such
Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record, eligibility
or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the
exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution
for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders
of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for
shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that, and
any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence
or consummation of such Corporate Event that, the Holder will thereafter have the right to receive upon exercise of this Warrant
at any time after the occurrence or consummation of the Corporate Event, shares of Common Stock or Successor Capital Stock or,
if so elected by the Holder, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) purchasable
upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of such items still issuable under Sections 3
and 4(a), which shall continue to be receivable on the shares of Common Stock or on the such shares of stock, securities, cash,
assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock,
securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any
shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate
Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had this Warrant
been exercised immediately prior to such Corporate Event or the record, eligibility or other determination date for the event
resulting in such Corporate Event (without regard to any limitations on exercise of this Warrant). Provision made pursuant to
the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section
4(b) shall apply similarly and equally to successive Fundamental Transactions and Corporate Events.


 






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(c)
Notwithstanding the foregoing, in the event of Fundamental Transaction, at the request of the Holder delivered before the ninetieth
(90th) day after the occurrence or consummation of such Fundamental Transaction, the Company (or the Successor Entity)
shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if
later, on the effective date of the Fundamental Transaction), cash in an amount equal to the Black Scholes Value of the remaining
unexercised portion of this Warrant on the date of such Fundamental Transaction; provided, however, that, if such
Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, the Holder
shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental
Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised
portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with such
Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders
of Common Stock are given the choice to receive from among alternative forms of consideration in connection with such Fundamental
Transaction.


 


5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation
or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue
or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, and will at all times in good faith carry out all of 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 (i) shall not increase
the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, 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 shares of Common Stock,
solely for the purpose of effecting the exercise of the SPA Warrants, 100% of the number of shares of Common Stock 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
and assuming that the Maximum Eligibility Number is being determined based on a Reset Price equal to $0.08 (as adjusted for stock
splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar
events occurring after the Subscription Date)).


 


6.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
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
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, 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 such Person 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 stockholder 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 stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.


 






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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, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary 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,
that no SPA Warrants for fractional Warrant 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 shares of Common
Stock 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.
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 any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of
such adjustment 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 shares of Common Stock, (B) with respect to any grants, issuances or
sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of
shares of Common Stock 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. It is expressly understood and agreed that the time of exercise specified by the Holder in each
Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 






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9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived 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.


 


10.
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by,
the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. The Company hereby irrevocably 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. The Company
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to the Company at the address set forth in Section 9(f) of the Securities Purchase Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed
or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, 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.


 


11.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers 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.


 


12.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic
mail within two (2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder.
If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant
Shares within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder,
then the Company shall, within two (2) Business Days submit via facsimile or electronic mail (a) the disputed determination of
the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the
disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause
at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify
the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations
or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon
all parties absent demonstrable error.


 






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13.
REMEDIES, 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 damages for any failure by the Company to comply with the terms of this Warrant. 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 an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required.


 


14.
TRANSFER. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the
consent of the Company, except as may otherwise be required by Section 2(f) of the Securities Purchase Agreement.


 


15.
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).


 


16.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless
the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information
relating to the Company or its Subsidiaries (as defined in the Securities Purchase Agreement), the Company shall contemporaneously
with any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise.
In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries,
the Company so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication,
the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information
relating to the Company or its Subsidiaries.


 






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17.
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.


 


(b)
“Affiliate” shall have the meaning ascribed to such term in Rule 405 of the 1933 Act.


 


(c)
Intentionally omitted.


 


(d)
“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 Common Stock 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.


 


(e)
“Black Scholes Value” means the value of this Warrant calculated using the Black-Scholes Option Pricing Model
obtained from the “OV” function on Bloomberg determined as of the day immediately following the public announcement
of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental
Transaction is consummated, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the remaining term of this Warrant as of such date of request, (ii) an expected volatility equal to
the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following
the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced,
the date the Fundamental Transaction is consummated, (iii) the underlying price per share used in such calculation shall be the
greater of (x) the highest Weighted Average Price of the Common Stock during the period beginning on the Trading Day prior to
the execution of definitive documentation relating to the applicable Fundamental Transaction and ending on (A) the Trading Day
immediately following the public announcement of such Fundamental Transaction, if the applicable Fundamental Transaction is publicly
announced or (B) the Trading Day immediately following the consummation of the applicable Fundamental Transaction if the applicable
Fundamental Transaction is not publicly announced and (y) the sum of the price per share being offered in cash, if any, plus the
value of any non-cash consideration, if any, being offered in the Fundamental Transaction, (iv) a zero cost of borrow and (v)
a 360 day annualization factor.


 


(f)
“Bloomberg” means Bloomberg Financial Markets.


 


(g)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of
New York are authorized or required by law to remain closed.


 






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(h)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last
closing bid price and last closing trade price, respectively, 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 bid price or the closing
trade price, as the case may be, then the last bid price or the last trade price, respectively, 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 closing bid price or last trade price, respectively, 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 do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If
the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Bid Price or the Closing Sale Price, as the case may be, 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 pursuant to Section 12. All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable
calculation period.


 


(i)
“Closing Date” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(j)
“Common Shares” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(k)
“Common Stock” means (i) the Company’s shares of common stock, par value $0.0001 per share, and (ii) any stock
capital into which such Common Stock shall have been changed or any stock capital resulting from a reclassification, reorganization
or reclassification of such Common Stock.


 


(l)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


 


(m)
“Designee” means Empery Asset Management, LP.


 


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


 


(o)
Intentionally omitted.


 


(p)
“Expiration Date” means the date sixty (60) months after 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 day
that is not a Holiday.


 






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(q)
“First Reset Date” means the date that is the twenty first (21th) Trading Day after the date that
is the earliest of (i) the date that all Registrable Securities have become registered pursuant to an effective Registration Statement
that is available for the resale of all Registrable Securities, provided, however, if less than all Registrable
Securities have become registered for resale on the date that a Registration Statement is declared effective, the Holder with
respect to itself only, shall have the right in its sole and absolute discretion to deem such condition satisfied, (ii) the date
that the Holder can sell all Registrable Securities pursuant to Rule 144 without restriction or limitation and (iii) the date
that is six (6) month immediately following the Issuance Date.


 


(r)
“First Reset Share Amount” means the number of shares of Common Stock equal to the number (if positive) obtained
by subtracting (I) the sum of (x) the number of Common Shares purchased by the Holder on the Closing Date pursuant to the Securities
Purchase Agreement (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations,
reverse stock splits or other similar events occurring after the Subscription Date) and (y) the number of shares of Common Stock
issuable upon exercise in full of all Pre-funded Warrants (as defined in the Securities Purchase Agreement) purchased by the Holder
on the Closing Date pursuant to the Securities Purchase Agreement (as adjusted for stock splits, stock dividends, recapitalizations,
reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Subscription
Date), from (II) the quotient determined by dividing (x) the sum of (i) the aggregate Purchase Price paid by the Holder on the
Closing Date and (ii) the aggregate of all exercise prices paid or payable by the Holder upon exercise in full of the Pre-Funded
Warrants, by (y) the applicable Reset Price determined as of the First Reset Date.


 


(s)
“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 Stock 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 shares of Common Stock, (y) 50% of
the outstanding shares of Common Stock calculated as if any shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock, or (iv) consummate a stock 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 shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as
if any shares of Common Stock 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 shares of
Common Stock 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 shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock,
(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 shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of
Common Stock not held by all such Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held
by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued
and outstanding shares of Common Stock 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 stockholders of the Company to surrender their shares
of Common Stock without approval of the stockholders 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.


 






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(t)
“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.


 


(u)
“Maximum Eligibility Number” means initially zero (0) and such number shall be increased (but not decreased)
on each of the First Reset Date and, if applicable, the Second Reset Date and, if applicable, the Third Reset Date in accordance
with Section 2(a).


 


(v)
Intentionally omitted.


 


(w)
“Options” means any rights, warrants or options to subscribe for or purchase (i) shares of Common Stock or (ii)
Convertible Securities.


 


(x)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common capital or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by
the Required Holders, any other market, exchange or quotation system), or, if there is more than one such Person or such entity,
the Person or such entity designated by the Required Holders or in the absence of such designation, such Person or entity with
the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 






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


 


(z)
“Principal Market” means the OTC QB.


 


(aa)
“Public Information Failure” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(bb)
“Purchase Price” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


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


 


(dd)
“Registrable Securities” shall have the meaning ascribed to such term in the Registration Rights Agreement.


 


(ee)
“Registration Rights Agreement” means that certain Registration Rights Agreement dated as of the Subscription
Date by and among the Company and the Buyers.


 


(ff)
“Registration Statement” means that certain Registration Rights Agreement dated as of the Subscription Date by
and among the Company and the Buyers.


 


(gg)
“Required Holders” means the holders of the SPA Warrants representing at least a majority of the shares of Common
Stock underlying the SPA Warrants then outstanding and shall include the Designee so long as the Designee or any of its Affiliates
holds any SPA Warrants.


 


(hh)
“Reset Price” means the greater of (i) the lower of (x) ninety percent (90%) of the arithmetic average of the
two (2) lowest Weighted Average Prices of the Common Stock during the twenty (20) Trading Days immediately preceding the applicable
Reset Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations,
reverse stock splits or other similar events during such period) and (y) the lowest price per share at which any share of Common
Stock was issued or “put” pursuant to that certain Iconic Investment Agreement (as defined in the Securities Purchase
Agreement) from the period beginning on the Subscription Date and ending on the Trigger Date (as defined in the Securities Purchase
Agreement), and (ii) $0.08 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification,
combinations, reverse stock splits or other similar events occurring after the Subscription Date).


 






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(ii)
“Second Reset Date” means a date after the First Reset Date that is the twenty first (21th) Trading
Day immediately following the date that is (i) in case the First Reset Date was triggered by clause (i) of such definition, the
earlier of (x) the date that the Holder can sell all Registrable Securities without restriction or limitation pursuant to Rule
144 and (y) the date that is the one (1) year anniversary of the Issuance Date and (ii) in case the First Reset Date was triggered
by clause (ii) or (iii) of such definition, the earliest of (x) the date that all Registrable Securities are registered pursuant
to an effective Registration Statement that is available for the resale of all Registrable Securities; provided, however,
if less than all Registrable Securities have become registered for resale on the date that a Registration Statement is declared
effective, the Holder with respect to itself only, shall have the right in its sole and absolute discretion to deem such condition
satisfied, (y) the date that the Holder can sell all of Registrable Securities without restriction or limitation pursuant to Rule
144 and without the requirement to be in compliance with Rule 144(c)(i) and (z) the date that is the one (1) year anniversary
of the Issuance Date.


 


(jj)
“Second Reset Share Amount” means the number of shares of Common Stock equal to the number (if positive) obtained
by subtracting (I) the sum of (x) the sum of (i) the number of Common Shares purchased by the Holder on the Closing Date pursuant
to the Securities Purchase Agreement (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification,
combinations, reverse stock splits or other similar events occurring after the Subscription Date) and (ii) the number of shares
of Common Stock issuable upon exercise in full of the Pre-funded Warrants (as defined in the Securities Purchase Agreement) (as
adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock
splits or other similar events occurring after the Subscription Date) and (y) the First Reset Share Amount (as adjusted for stock
splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar
events occurring after the First Reset Date), from (II) the quotient determined by dividing (x) the sum of (i) the aggregate Purchase
Price paid by the Holder on the Closing Date and (ii) the aggregate of all exercise prices paid or payable by the Holder upon
exercise in full of the Pre-Funded Warrants, by (y) the applicable Reset Price determined as of the Second Reset Date.


 


(kk)
“Series A Warrants” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(ll)
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on
the Company’s primary Eligible Market with respect to the Common Stock as in effect on the date of delivery of the applicable
Exercise Notice.


 


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


 


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


 


(oo)
“Third Reset Date” means a date after the Second Reset Date that is the twenty first (21th) Trading
Day immediately following the date that is the earlier of (i) the date that the Holder can sell all Registrable Securities pursuant
to Rule 144 without restriction or limitation and without the requirement to be in compliance with Rule 144(c)(1) and (ii) the
one (1) year anniversary of the Issuance Date.


 






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(pp)
“Third Reset Share Amount” means the number of shares of Common Stock equal to the number (if positive) obtained
by subtracting (I) the sum of (x) the sum of (i) the number of Common Shares purchased by the Holder on the Closing Date pursuant
to the Securities Purchase Agreement (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification,
combinations, reverse stock splits or other similar events occurring after the Subscription Date) and (ii) the number of shares
of Common Stock issuable upon exercise in full of the Pre-funded Warrants (as defined in the Securities Purchase Agreement) (as
adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock
splits or other similar events occurring after the Subscription Date) (y) the First Reset Share Amount (as adjusted for stock
splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar
events occurring after the First Reset Date) and (z) the Second Reset Share Amount (as adjusted for stock splits, stock dividends,
recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after
the Second Reset Date) from (II) the quotient determined by dividing (x) the sum of (i) the aggregate Purchase Price paid by the
Holder on the Closing Date and (ii) the aggregate of all exercise prices paid or payable by the Holder upon exercise in full of
the Pre-Funded Warrants, by (y) the applicable Reset Price determined as of the Third Reset Date.


 


(qq)
“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock on such day, then on the principal securities exchange or securities
market on which the Common Stock is then traded.


 


(rr)
“Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for
such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal
Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the
Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price”
function 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 (or such
other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such
other time as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the
lowest closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets”
by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Weighted Average 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 pursuant to Section 12 with the term “Weighted Average
Price” being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation
period.


 


[Signature
Page Follows]


 






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


  


	 	HEALTHLYNKED
    CORP.
	 	 	 
	 	By:	                         
	 	Name:	 
	 	Title:	 


 






     


     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


 


HEALTHLYNKED
CORP.


The
undersigned holder hereby exercises the right to purchase _________________ shares of Common Stock (“Warrant Shares”)
of HealthLynked Corp., a Nevada corporation (the “Company”), evidenced by the attached Warrant to Purchase Common
Stock (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 Exercise Price shall be made as:


 


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


 


____________
a “Cashless Exercise” with respect to _______________ Warrant Shares, resulting in a delivery obligation of the
Company to the Holder of __________ shares of Common Stock representing the applicable Net Number.


 


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


 


3.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of
the Warrant.


 


Date:
_______________ __, ______


  


 


_____________________________ 


Name
of Registered Holder


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs Worldwide Stock Transfer LLC to issue the above indicated
number of shares of Common Stock in accordance with the Transfer Agent Instructions dated July 17, 2018 from the Company and acknowledged
and agreed to by Worldwide Stock Transfer LLC.


 


	 	HEALTHLYNKED CORP.
	 	 	 
	 	By:	 
	 	Name:	                 
	 	Title: