Exhibit
4.1


 


Exhibit
D


 


NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES
ISSUABLE UPON THE EXERCISE OF THIS WARRANT, IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT
OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.


 


COMMON
STOCK PURCHASE WARRANT


 


To
Purchase ____________ Shares of Common Stock of


 


JERRICK
MEDIA HOLDINGS, INC.


 


____________
____, 2017 (the “Issuance Date”)


 


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, __________
(the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date of this Warrant and on or prior to the fifth anniversary
of the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase
from Jerrick Media Holdings, Inc., a Nevada corporation (the “Company”), up to __________ shares (the
“Warrant Shares”) of the Common Stock, par value $0.001 per share, of the Company (the “Common
Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this
Warrant shall be US $0.20 (twenty cents US). The Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Note Subscription Agreement (the “Subscription Agreement”),
dated as of __________ ___ , 2017, among the Company and the Subscriber parties signatory thereto.


 


1.
         Title to Warrant. Prior to the Termination Date and subject to compliance with
applicable laws, including transfer restrictions imposed by applicable securities laws, and Section 7 of this Warrant, this Warrant
and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person
or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed.
The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company.


 




    	 	-1-	 



     


    

 


 


2
         Authorization of Shares. The Company covenants that all Warrant Shares, which
may be issued upon the exercise of the purchase rights represented by this Warrant in accordance with the terms of this Warrant,
including the payment of the exercise price for such Warrant Shares, will, upon exercise of the purchase rights represented by
this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect
of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


3.
         Exercise of Warrant.


 


(a)
         Exercise of the purchase rights represented by this Warrant may be made at any time
or times on or before the Termination Date by delivery to the Company of a duly executed Notice of Exercise Form annexed hereto
(or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address
of such Holder appearing on the books of the Company) and surrender of this Warrant, together with payment of the aggregate Exercise
Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank in immediately available
funds. Certificates for shares purchased hereunder shall be delivered to the Holder within 5 Trading Days from the delivery to
the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth
above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of
the date the Notice of Exercise is delivered to the Company and the date the Exercise Price is received by the Company. The Warrant
Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the
Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance
of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant
Shares pursuant to this Section 3(a) by the end of business (New York, New York time) on the fifth Trading Day following the Warrant
Share Delivery Date, then the Holder will have the right to rescind such exercise. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


(b)
        If this Warrant shall have been exercised in part, the Company shall, at the time of
delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights
of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.


 




    	 	-2-	 



     


    

 


(c)
       This Warrant may also be exercised by means of a “cashless exercise” in
which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:


 


(A)
= the VWAP on the Trading Day immediately preceding the date of such election;


 


(B)
= the Exercise Price of this Warrant, as adjusted; and


 


(X)
= the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of
a cash exercise rather than a cashless exercise.


 


“VWAP”
shall mean, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is
then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P.
(based on a trading day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or
quoted on a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by
the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the Subscribers and reasonably acceptable
to the Company.


 


4.
         No Fractional Shares or Scrip. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to
such fraction multiplied by the Exercise Price.


 


5.
          Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall
be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of
the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant
Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment
of a sum sufficient to reimburse it for any transfer tax incidental thereto.


 


6.
         Closing of Books. The Company will not close its stockholder books or records
in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.


 




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7.
         Transfer, Division and Combination.


 


(a)
        Subject to compliance with any applicable securities laws and the conditions set forth
in Sections 1 and 7(e) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of
this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant
or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.


 


(b)
       This Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants
are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which
may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for
the Warrant or Warrants to be divided or combined in accordance with such notice.


 


(c)
        The Company shall prepare, issue and deliver at its own expense (other than transfer
taxes) the new Warrant or Warrants under this Section 7.


 


(d)
      The Company agrees to maintain, at its aforesaid office, books for the registration
and the registration of transfer of the Warrants.


 


(e)     
The Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the
case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary
for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the
Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver
to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited
investor” as defined in Rule 501(a) promulgated under the Securities Act or a qualified institutional buyer as defined in
Rule 144A(a) under the Securities Act.


 


8.
         No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder
to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this
Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased
shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later
of the date of such surrender or payment.


 




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9.
         Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that
upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation
of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


10.
        Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such
action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.


 


11.
       Adjustments of Exercise Price and Number of Warrant Shares. The number and kind
of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to
time in the event that the Company: (i) pays a dividend in shares of Common Stock or make a distribution in shares of Common Stock
to holders of its outstanding Common Stock; (ii) subdivides its outstanding shares of Common Stock into a greater number of shares;
(iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issues any shares
of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of
this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of
Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant
been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the
Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately
prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company that are purchasable
pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if any, for such event.


 


12.         Subsequent Equity Sales. In the event that on or subsequent to the Issuance Date, the Company issues or sells any Common
Stock, any securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants
or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities
(the “Common Stock Equivalents”) (other than (i) securities which are issued pursuant to the Offering Documents,
(ii) shares of Common Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance
with stock plans approved by the Board of Directors, and shares of Common Stock issuable under options or warrants that are outstanding
as of the date of the Offering Documents or issued in the future pursuant to any stock incentive plan authorized by the Board
of Directors, and (iii) shares of Common Stock issued pursuant to a stock dividend, split or other similar transaction) at an
effective price per share which is less than the Exercise Price, then the Exercise Price in effect immediately prior to such issue
or sale shall be reduced to the lowest per share price of Common Stock in such issuance or sale or deemed issuance or sale.


 




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13.
        Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets.
In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation
(where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock
of the Company), or sell, transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant
to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock
of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring
corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the
Company, then, from and after the consummation of such transaction or event, the Holder shall have the right thereafter to receive,
instead of the Warrant Shares, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common
Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable
upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the
number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) cash equal to the
value of this Warrant as determined in accordance with the Black-Scholes option pricing formula. For purposes of this Section
12, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class
which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into
or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified
event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 12
shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.


 


14.
       Notice of Adjustment. Whenever the number of Warrant Shares or number or kind
of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided,
the Company shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities
or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities
or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.


 




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15.
        Notice of Corporate Action. If at any time:


 


(a)
       the Company shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or other distribution, or


 


(b)
       there shall be any capital reorganization of the Company, any reclassification or recapitalization
of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition
of all or substantially all the property, assets or business of the Company to, another corporation or,


 


(c)
       there shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;


 


then,
in any one or more of such cases, the Company shall give to Holder (i) prior written notice of the date on which a record date
shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification,
merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, prior written notice
of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date
on which the holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof,
and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution,
liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock
shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution,
liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of
Holder appearing on the books of the Company and delivered in accordance with Section 16(d).


 


16.
       Authorized Shares. The Company covenants that during the period the Warrant is
outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance
of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates
to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common
Stock may be listed.


 




    	 	-7-	 



     


    

 


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


 


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


 


17.
        Miscellaneous.


 


(a)
        Jurisdiction. All questions concerning the construction, validity, enforcement
and interpretation of this Warrant shall be governed by and construed in accordance with the laws of the State of New York applicable
to contracts to be wholly performed within such state and without regard to conflicts of law provisions that would result in the
application of any laws other than the laws of the State of New York. Any legal action or proceeding arising out of or relating
to this Warrant may be instituted in the courts of the State of New York sitting in New York County or in the United States of
America for the Southern District of New York, and the parties hereto irrevocably submit to the jurisdiction of each such court
in any action or proceeding. Holder hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise,
in every suit, action or other proceeding arising out of or based on this Warrant and brought in any such court, any claim that
Holder is not subject personally to the jurisdiction of the above named courts, that Holder’s property is exempt or immune
from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the
suit, action or proceeding is improper.


 


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


 


(c)
       Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise
any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights,
powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly
fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay
to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’
fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder.


 




    	 	-8-	 



     


    

 


(d)
       Notices. Any notice, request or other document required or permitted to be given
or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Subscription Agreement.


 


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


 


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


 


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


 


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


 


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


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.


 


Dated:
____________ ____, 2017


 


	JERRICK
    MEDIA HOLDINGS, INC. 	 
	 	 	 
	By:	 	 
	 	Jeremy
    Frommer	 
	 	Chief
    Executive Officer	 


 




    	 	-9-	 



     


    

 


NOTICE
OF EXERCISE


 


To:
Jerrick Media Holdings, Inc.


 


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


 


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


 


☐
in lawful money of the United States; or


 


☐
the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(c),
to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 3(c).


 


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


 


	 	 


 


The
Warrant Shares shall be delivered to the following:


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 




 


(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D under the Securities
Act of 1933, as amended.


 


	(PURCHASER)	 
	 	 	 
	By:	            	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Dated:	 	 


 




    	 	-10-	 



     


    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to ________________________________________________whose address is __________________________.


 


	 	 	Dated:
    __________,  ______
	 	 	 
	 	Holder’s
    Signature	 
	 	 	 
	 	Holder’s
    Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Signature
    Guaranteed:	 	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.


 


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