Exhibit
4.1 


 


EXECUTION
VERSION


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


TRULI
TECHNOLOGIES, INC.


 





	Warrant Shares: __________________	Initial Exercise Date:
    March 31, 2019



  


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________, or its
assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior
to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”)
but not thereafter, to subscribe for and purchase from Truli Technologies, Inc., a Delaware corporation (the “Company”),
up to ___________ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase
price of one Warrant Share shall be equal to the Exercise Price (defined below).


 


Section
1.Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that
certain Securities Purchase Agreement (the “Purchase Agreement”), dated March 31, 2019, among the Company and
the Buyers listed on the Schedule of Buyers attached thereto.


 






     


     


    

 


Section
2.Exercise.


 


(a)
Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after
the Initial Exercise Date and on or before the Termination Date by delivery to the Company (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 the Holder appearing on the books
of the Company) of a duly executed facsimile copy of the “Notice of Exercise Form” annexed hereto. Within two (2)
Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares
specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless
the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. Notwithstanding
anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the
Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal
to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of
Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form
within one (1) Trading Day of delivery of such notice. The Holder by acceptance of this Warrant, acknowledges and agrees that,
by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number
of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


(b)
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be equal to $0.06 per share,
subject to adjustment under Section 3 (the “Exercise Price”).


 


(c)
Cashless Exercise. If at any time after the Initial Exercise Date, there is no effective registration statement covering
the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at the Holder’s election, in whole
or in part and in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise, at such
time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares
equal to the quotient obtained by dividing [(A x B) – (A x C)] by (D), where:


 


		(A)	=	the
                                         number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance
                                         with the terms of this Warrant if such exercise were by means of a cash exercise rather
                                         than a cashless exercise;



 


		(B)	=	the
                                         greater of (i) the arithmetic average of the VWAPs (as defined below) for the five (5)
                                         consecutive Trading Days ending on the date immediately preceding the date on which the
                                         Holder elects to exercise this Warrant by means of a “cashless exercise,”
                                         as set forth in the applicable Notice of Exercise or (ii) the VWAP for the Trading Day
                                         immediately prior to the date on which the Holder makes such “cashless exercise”
                                         election;



 


		(C)	=	the
                                         Exercise Price of this Warrant, as adjusted hereunder, at the time of such exercise;
                                         and



 






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		(D)	=	the
                                         lesser of (i) the arithmetic average of the VWAPs for the five (5) consecutive Trading
                                         Days ending on the date immediately preceding the date on which the Holder elects to
                                         exercise this Warrant by means of a “cashless exercise,” as set forth in
                                         the applicable Notice of Exercise or (ii) the VWAP for the Trading Day immediately prior
                                         to the date on which the Holder makes such “cashless exercise” election.



 


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


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the 1933 Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period
of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any
position contrary to this Section 2(c).


 


Notwithstanding
anything herein to the contrary, if on the Termination Date (unless the Holder notifies the Company otherwise) if there is no
effective registration statement covering the resale of the Warrant Shares by the Holder, then this Warrant shall be automatically
exercised via cashless exercise pursuant to this Section 2(c).


 


(d)
Mechanics of Exercise.


 


(i)
Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted to the Holder
by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such
system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, and
otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3)
Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) payment of the aggregate Exercise
Price as set forth above (unless by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”).
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, with
payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the
Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands
that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the
Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to
the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $5 per Trading Day (increasing
to $10 per Trading Day after the fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of
Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. In no event shall liquidated
damages for any one transaction exceed $1,000.00 for the first ten Trading Days. The Company shall pay any payments incurred under
this Section 2(d)(i) in immediately available funds upon demand. Furthermore, in addition to any other remedies which may
be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the
Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such
effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior
to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through
the date notice of revocation or rescission is given to the Company.


 






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


 


(iii)
Rescission Rights. If the Company fails to deliver the Warrant Shares by crediting the account of the Holder’s prime
broker via DWAC and causes the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant
Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right, at any time
prior to issuance of such Warrant Shares, to rescind such exercise.


 


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


 






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


 


(vi)
Charges, Taxes and Expenses. Issuance of 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 including any charges of
any clearing firm, 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. The Company shall
pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.


 


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


 






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(e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not
have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving
effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number
of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any
other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. 
Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated
in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder, it being acknowledged by
the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the
1934 Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that
the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall
be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and
of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock,
a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic
or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a
more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. 
Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder
the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’
prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 2(e) solely with
respect to the Holder’s Warrant, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number
of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise
of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such increase will
not be effective until the 61st day after such notice is delivered to the Company. The Holder may also decrease the
Beneficial Ownership Limitation provisions of this Section 2(e) solely with respect to the Holder’s Warrant at any
time, which decrease shall be effectively immediately upon delivery of notice to the Company. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e)
to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership
Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 






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Section
3.Certain Adjustments.


 


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


 


(b)
Adjustments for Issuance of Additional Securities. For a period of two (2) years from the Initial Exercise Date, in the
event that the Company shall, at any time, effect a Subsequent Placement (in a transaction other than in connection with the issuance
of any Excluded Securities), at a price per share less than the Exercise Price then in effect or without consideration (a “Dilutive
Issuance” based on a “Dilutive Issuance Price”), then the Exercise Price upon each such issuance
shall be reduced to the Dilutive Issuance Price, and the number of Warrant Shares (excluding Warrant Shares previously exercised)
shall be increased on a full ratchet basis to the number of shares of Common Stock determined by multiplying the Exercise Price
then in effect immediately prior to such adjustment by the number of Warrant Shares (excluding Warrant Shares previously exercised)
acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise
Price resulting from such adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately prior
to such Dilutive Issuance, F is the Exercise Price in effect immediately prior to such Dilutive Issuance, and G is the Dilutive
Issuance Price, the adjustment to the number of Warrant Shares can be expressed in the following formula: Total number of Warrant
Shares after such Dilutive Issuance = the quotient obtained from dividing [E x F] by G. Provided, however, that
if the Company’s Common Stock (including the Warrant shares) is listed on any of the New York Stock exchange, the NYSE American,
the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, or any successor of the foregoing, this
Section 3(b) shall not apply following such listing, subject to Section 3(c).


 






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(c)
Adjustment of Conversion Price upon Exchange Listing. If the Company’s Common Stock becomes listed on any of the
New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market,
or any successor of the foregoing, then (accounting for any stock split or prior adjustment to the Exercise Price) the Exercise
Price shall be reduced to the lesser of (i) a 20% discount to the closing bid price quoted on the Principal Market on the Trading
Day prior to such listing and (ii) a 20% discount to the Exercise Price in effect on the date of such listing.


 


(d)
Change in Option Price or Rate of Conversion. If the price per share for which shares of Common Stock may be issuable pursuant
to any Common Stock Equivalent, is less than the applicable Exercise Price then in effect, or if, after any such issuance of Common
Stock Equivalents, the price per share for which shares of Common Stock may be issuable thereafter is amended or adjusted, and
such price as so amended shall be less than the applicable Exercise Price in effect at the time of such amendment or adjustment,
then the applicable Exercise Price and number of Warrant Shares shall be adjusted upon each such issuance or amendment as provided
in this Section 3(d).


 


(e)
Calculation of Consideration Received. In case any Common Stock Equivalent is issued in connection with the issue or sale
of other securities of the Company, together comprising one integrated transaction, (x) the Common Stock Equivalents will be deemed
to have been issued for the Option Value of such Common Stock Equivalents and (y) the other securities issued or sold in such
integrated transaction shall be deemed to have been issued or sold for the difference of (I) the aggregate consideration received
by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company,
less (II) the Option Value. If any shares of Common Stock or Common Stock Equivalents are issued or sold or deemed to have been
issued or sold for cash, the amount of such consideration received by the Company will be deemed to be the net amount received
by the Company therefor. If any shares of Common Stock or Common Stock Equivalents are issued or sold for a consideration other
than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where
such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company will
be the VWAP of such public traded securities on the date of receipt. If any shares of Common Stock or Common Stock Equivalents
are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity,
the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the
non-surviving entity as is attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be.


 


“Option
Value” means the value of a Common Stock Equivalent based on the Black Scholes Option Pricing model obtained from the
"OV" function on Bloomberg L.P. determined as of (A) the Trading Day prior to the public announcement of the issuance
of the applicable Common Stock Equivalent, if the issuance of such Common Stock Equivalent is publicly announced or (B) the Trading
Day immediately following the issuance of the applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent
is not publicly announced, 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 the applicable Common Stock Equivalent as of the applicable date of determination,
(ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg
L.P. as of (A) the Trading Day immediately following the public announcement of the applicable Common Stock Equivalent if the
issuance of such Common Stock Equivalent is publicly announced or (B) the Trading Day immediately following the issuance of the
applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent is not publicly announced, (iii) the underlying
price per share used in such calculation shall be the highest VWAP of the Common Stock during the period beginning on the Trading
Day prior to the execution of definitive documentation relating to the issuance of the applicable Common Stock Equivalent and
ending on (A) the Trading Day immediately following the public announcement of such issuance, if the issuance of such Common Stock
Equivalent is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Common Stock Equivalent
if the issuance of such Common Stock Equivalent is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization
factor.


 






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The
provisions of this Section 3(e) shall apply each time the Company, at any time after the Initial Exercise Date and prior
to the date that is eighteen (18) months from the Initial Exercise Date, shall issue any securities with a Dilutive Issuance Price.  Notwithstanding
the foregoing, no adjustment shall be made pursuant to this Section 3(e) with respect to an Exempt Issuance (as defined
in the Purchase Agreement).


 


(f)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above and any rights contained
in the Purchase Agreement, for a period of two (2) years from the Initial Exercise Date, if the Company grants, issues or sells
any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided,
however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent
(or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right
to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the
Holder exceeding the Beneficial Ownership Limitation). Notwithstanding the foregoing, no Purchase Rights will be made under this
Section 3(f) in respect of Excluded Securities.


 


(g)
Pro Rata Distributions. If the Company, for a period of two (2) years from the Initial Exercise Date, shall distribute
to all holders of Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends)
or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section
3(d)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately
prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which
the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP
on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in
good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or
evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment
shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.


 






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(h)
Fundamental Transaction. For a period of two (2) years from the Initial Exercise Date, if (i) the Company, directly or
indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person,
(ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the
holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company,
directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another
Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock
(not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated
with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each
Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction
(without regard to any limitation on the exercise of this Warrant), at the option of the Holder the number of shares of Common
Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard
to any limitation on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price
shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of
this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction,
the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently
with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying
to the Holder an amount of cash equal to (i) the Black Scholes Value of the remaining unexercised portion of this Warrant on the
date of the consummation of such Fundamental Transaction or (ii) the positive difference between the cash per share paid in such
Fundamental Transaction minus the then in effect Exercise Price. “Black Scholes Value” means the value of the unexercised
portion of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
L.P. determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A)
a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public
announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater
of 100% and the 100 day volatility obtained from the HVT function on Bloomberg L.P. as of the Trading Day immediately following
the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation
shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being
offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section
3(h) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder
in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant prior
to such Fundamental Transaction (without regard to any limitation on the exercise of this Warrant), and with an exercise price
which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the
shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of
shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the
Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for
(so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of
the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with
the same effect as if such Successor Entity had been named as the Company herein. Notwithstanding the foregoing, no adjustment
shall be made pursuant to this Section 3(h) with respect to an Exempt Issuance (as defined in the Purchase Agreement).


 






    10


     


    

 


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


 


(j)
Notice to Holder.


 


(i)
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3,
the Company shall promptly email to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. The Holder
may supply an email address to the Company and change such address.


 


(ii)
Notice to Allow Exercise by Holder. For a period of two (2) years from the Initial Exercise Date, if (A) the Company shall
declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring
cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval
of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation
or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any
compulsory share exchange whereby the Common Stock is converted into other securities, or (E) the Company shall authorize the
voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company
shall deliver to the Holder at its last address as it shall appear upon the Warrant Register (as defined below) of the Company,
at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to email such notice
or any defect therein or in the emailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries (as determined in good faith by the Company), the Company shall simultaneously file such
notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant
during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may
otherwise be expressly set forth herein.


 






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Section
4.Transfer of Warrant.


 


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


 


(b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall
be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant
Shares issuable pursuant thereto.


 


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


 


(d)
Representation of the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon exercise, for its own account and not with a view
to or for distributing or reselling such Warrant Shares or any part thereof in violation of the 1933 Act or any applicable state
securities law, except pursuant to sales registered or exempted under the 1933 Act.


 


Section
5.Miscellaneous.


 


(a)
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the exercise hereof other than as explicitly set forth in Section 3.


 


(b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, 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.


 






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


 


(d)
Authorized Shares.


 


The
Company covenants that from 60 days following the Initial Exercise Date (subject to tolling as provided for in Section 4(k) of
the Purchase Agreement), any time during the period the Warrant is outstanding, it will maintain the Required Reserved Amount
as set forth in Section 4(k) of the Purchase Agreement. 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 any Trading Market upon which the Common Stock may be listed. The
Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant
will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith,
be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company
in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


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


 


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


 


(e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the provisions of the Purchase Agreement.


 






    13


     


    

 


(f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered
or if not exercised on a cashless basis when Rule 144 is available, may have restrictions upon resale imposed by state and federal
securities laws.


 


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


 


(h)
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 Purchase Agreement.


 


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


 


(j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate or that there
is no irreparable harm and not to require the posting of a bond or other security.


 


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


 


(l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and Holders of 100% of the outstanding Warrants issued pursuant to the Purchase Agreement.


 


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


 


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


 


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


 


(Signature
Page Follows)








 






    14


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


	 	TRULI
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	
	 	Name:  	Miles
    Jennings
	 	Title:	Chief
    Executive Officer


 






    15


     


    

 


NOTICE
OF EXERCISE


 


To:TRULI
TECHNOLOGIES, INC.


 


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


 


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


 


☐   
in lawful money of the United States; or


 


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


 


_______________________________


 


(4)
After giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.


 


The
Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


  


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ______________________________________________________________________


Signature
of Authorized Signatory of Investing Entity: ________________________________________________


Name
of Authorized Signatory: __________________________________________________________________


Title
of Authorized Signatory: ___________________________________________________________________


Date:
_______________________________________________________________________________________


 






     


     


    

 


 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


TRULI
TECHNOLOGIES, INC.


 


FOR
VALUE RECEIVED, [____] all of or [_______] shares of 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.