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


 


SYLIOS
CORP

WARRANT

TO PURCHASE COMMON STOCK


 


Issue
Date: January 9, 2019 (the “Issue Date”)


 


THIS
WARRANT IS TO CERTIFY THAT, the registered holder hereof, Darling Capital, LLC, A New York Limited Liability Company or its
permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from SYLIOS
CORP, a Florida corporation (the “Company”), Three Million (3,000,000) shares of the Company’s common
stock (the “Common Stock”), at $0.025 (Two and a Half Cents) per share, pursuant to Section 2 hereof
(the “Exercise Price”). Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder
at any time prior to the fifth anniversary of the Issue Date (as further defined herein, the “Expiration Date”),
in whole or in part.


 


Section
1. Exercise of Warrant.


 


(a)
Mechanics of Exercise. (i) This Warrant may be exercised by the Holder, in whole or in part, by delivering to the Company
at its office identified in Section 14 hereof (i) a written notice of exercise, in the form attached hereto as Exhibit
A (the “Notice of Exercise”), including the number of Warrant Shares to be delivered pursuant to such exercise,
(ii) this Warrant and (iii) payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer
of immediately available funds.


 



    	 



     


    

 


(ii)
The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided that this Warrant
is surrendered to the Company by the second Business Day following the date on which the Company has received each of the Notice
of Exercise and the Aggregate Exercise Price (the “Exercise Delivery Documents”). On or before the first Business
Day following the date on which the Company has received the Exercise Delivery Documents, the Company shall transmit by facsimile
an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer
agent (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery Documents on
or before the second Business Day following the date on which the Company has received all of the Exercise Delivery Documents.
In the event of any discrepancy or dispute, the records of the Company shall be controlling and determinative in the absence of
manifest error. On or before the third Business Day following the date on which the Company has received all of the Exercise Delivery
Documents and after the Company has received this Warrant (the “Share Delivery Date”), the Company shall, (A)
provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend
regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC
through its Deposit Withdrawal Agent Commission system, or (B) if the Transfer Agent is not participating in the FAST Program
or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight
courier to the address as specified in the Notice of Exercise, a certificate, registered in the Company’s share register
in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to
such exercise. Upon delivery of the Exercise Delivery Documents and surrender of this Warrant, the Holder shall be deemed for
all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates
evidencing such Warrant Shares, as the case may be.


 


(iii)
If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the
Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its own expense,
issue a new Warrant representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise
under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. The Company shall pay any
and all taxes that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.


 






    	- 2 -



     


    

 


(b)
Payment upon exercise of this Warrant must be made in cash at any time the Warrant Shares are included for resale in a then effective
registration statement filed with the Securities and Exchange Commission. Payment upon exercise may be made at the option of the
Holder either in (i) cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the
applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon exercise of the Warrants in accordance with
Section (b) below or (iii) by a combination of any of the foregoing methods, for the number of Common Stock specified in such
form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable
to the holder per the terms of this Warrant) and the holder shall thereupon be entitled to receive the number of duly authorized,
validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding
the immediately preceding sentence, payment upon exercise may be made in the manner described in Section 2(b) below only with
respect to Warrant Shares not included for unrestricted public resale in an effective Registration Statement on the date
notice of exercise is given by the Holder.


 


(1)
Subject to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the holder may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by delivery of a properly
endorsed Warrant Exercise Form delivered to the Company by any means executed herewith in which event the Company shall issue
to the holder a number of shares of Common Stock computed using the following formula:


 


	 	X=	Y
    (A-B)	 
	 	 	A	 


 


Where
X= the number of shares of Common Stock to be issued to the Holder


 


Y=
the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the
portion of the Warrant being exercised (at the date of such calculation)


 


A=
Fair Market Value


 


B=
Purchase Price (as adjusted to the date of such calculation)


 


For
purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued
in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Holder, and the
holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant
to the Securities Purchase Agreement.


 


(c)
The stock certificate or certificates for the Warrant Shares to be delivered in accordance with this Section 1 shall be
in such denominations as may be specified in said notice of exercise and shall be registered in the name of the Holder or such
other name or names as shall be designated in said notice. Such certificate or certificates shall be deemed to have been issued
and the Holder or any other person so designated to be named therein shall be deemed to have become the holder of record of such
shares, including to the extent permitted by law the right to vote such shares or to consent or to receive notice as shareholders,
as of the time said notice is delivered to the Company as aforesaid.


 


(d)
The Company shall pay all expenses payable in connection with the preparation, issue and delivery of stock certificates under
this Section 1; provided, however, that the Holder shall be responsible for all transfer taxes resulting
from the fact that any certificate issued in respect of the Warrant Shares is not in the name of the Holder.


 






    	- 3 -



     


    

 


(e)
All Warrant Shares issuable upon the exercise of this Warrant in accordance with the terms hereof shall be validly issued, fully
paid and non-assessable, and free from all liens and other encumbrances thereon, other than liens or other encumbrances created
by the Holder or restrictions upon transfer under federal or state securities laws.


 


(f)
In no event shall the warrant be exercised for less than one whole share of the Company except in the case of the final exercise
of the warrant, and in such event the Company shall deliver in cash to such holder an amount equal to such fractional interest.


 


(g)
This Warrant is exercisable for a period of three years commencing on the date of issuance. If not exercised by that date, this
Warrant shall expire.


 


Section
2. Adjustment of Warrant Shares and Exercise Price.


 


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


 


Section
3. Rights Upon Distribution of Assets.


 


If
the Company shall declare or make any dividend or other distribution of its assets or rights to acquire its assets to the record
holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of
cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “Distribution”), then any Exercise Price in effect immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by
multiplying such Exercise Price by a fraction of which (i) the numerator shall be the weighted average price of the shares of
Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good
faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator shall be the
weighted average price of the shares of Common Stock on the Trading Day immediately preceding such record date.


 






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Section
4. Fundamental Transaction.


 


Upon
the occurrence of any 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 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 with the same effect as if such Successor Entity had been named as the Company herein. Upon
consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be
issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property purchasable upon the exercise of the Warrant prior to
such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants
or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental
Transaction had this Warrant been converted immediately prior to such Fundamental Transaction, as adjusted in accordance with
the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant within
90 days after the consummation of the Fundamental Transaction but, in any event, prior to the Expiration Date, in lieu of the
shares of the Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of the Warrant
prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including
warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of
such Fundamental Transaction had the Warrant been exercised immediately prior to such Fundamental Transaction. The provisions
of this Section shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied
without regard to any limitations on the exercise of this Warrant.


 


Section
5. Reservation and Authorization of Capital Stock.


 


The
Company shall, at all times on and after the date hereof, reserve and keep available for issuance such number of its authorized
but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants, subject
to the provisions of Section 2.


 


Section
6. Noncircumvention.


 


The
Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, Bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any
shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall use all
reasonable efforts to take all such actions as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) shall, so long as any of
the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares
of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall
from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).


 






    	- 5 -



     


    

 


Section
7. Rights of Shareholders.


 


Nothing
contained herein shall be construed to confer upon the holder of this Warrant, as such, any of the rights of a shareholder of
the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification
of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and
the certificates representing the Warrant Shares shall have been issued, as provided herein.


 


Section
8. Stock and Warrant Books.


 


The
Company will not at any time, except upon dissolution, liquidation or winding up, close its stock books or warrant books so as
to result in preventing or delaying the exercise of any Warrant.


 


Section
9. Limitation of Liability.


 


No
provisions hereof, in the absence of affirmative action by the Holder to purchase Warrant Shares hereunder, shall give rise to
any liability of the Holder to pay the Exercise Price or as a shareholder of the Company (whether such liability is asserted by
the Company or creditors of the Company).


 


Section
10. Transfer, Division and Combination.


 


This
Warrant may be transferred without the written consent of the Company. Any Warrants issued upon the transfer of this Warrant shall
be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered
holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize
any equitable or other claim to, or interest in, such Warrant on the part of any other person, and shall not be liable for any
registration of transfer of Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary
unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration
or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable
only on the books of the Company upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative,
or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney,
executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be
produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto.
Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person
if, in the opinion of counsel to the Company, such transfer does not comply with the provisions of the Securities Act and the
rules and regulations thereunder. This Warrant may be divided or combined with other warrants of like tenor and representing in
the aggregate a like amount, upon presentation 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. The Company
shall pay all expenses in connection with the preparation, issue and delivery of Warrants under this Section 10. The Company
agrees to maintain at its aforesaid office books for the registration of the Warrants.


 






    	- 6 -



     


    

 


Section
11. Loss, Destruction of Warrant Certificates.


 


Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any warrant and, in the case
of any such loss, theft or destruction, upon receipt of indemnity and/or security satisfactory to the Company or, in the case
of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost,
stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate
number of Warrant Shares.


 


Section
12. Amendment and Waiver.


 


Except
as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, if (but only if) the Company has obtained the written consent
from the majority of the holders of the Warrant Series; provided, that no such action (other than those contemplated by
Sections 3 or 4) may increase the exercise price of this Warrant or decrease the number of shares or class of stock obtainable
upon exercise of this Warrant without the written consent of the Holder. No such amendment shall be effective to the extent that
it applies to less than all of the holders of the Warrant Series then outstanding.


 


Section
13. Notices Generally.


 


Any
notice, request, consent, other communication or delivery pursuant to the provisions hereof shall be in writing and shall be sent
by one of the following means: (i) by registered or certified first class mail, postage prepaid, return receipt requested; (ii)
by facsimile transmission with confirmation of receipt; (iii) by overnight courier service; or (iv) by personal delivery, and
shall be properly addressed to the Holder at the last known address or facsimile number appearing on the books of the Company,
or, except as herein otherwise expressly provided, to the Company at its principal executive office at SYLIOS CORP, a Florida
corporation (the “Company”), located at 501 1st Ave N., Suite 901, St. Petersburg, FL 33701(Fax: (727)
547-7350), Attention: Chief Financial Officer, or such other address or facsimile number as shall have been furnished to the party
giving or making such notice, demand or delivery.


 


Section
14. Successors and Assigns.


 


This
Warrant shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors
and assigns.


 






    	- 7 -



     


    

 


Section
15. Governing Law.


 


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


 


Section
16. Dispute Resolution Regarding Exercise Price and Warrant Shares.


 


In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations within two Business Days of receipt of the Exercise Notice
giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination
or calculation of the Exercise Price or the Warrant Shares within five Business Days of such disputed determination or arithmetic
calculation being submitted to the Holder, then the Company shall, within two Business Days submit the disputed arithmetic calculation
of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause the accountant to perform
the determinations or calculations and notify the Company and the Holder of the results no later than ten Business Days from the
time it receives the disputed determinations or calculations. Such accountant’s determination or calculation shall be binding
upon all parties absent demonstrable error. The expenses of the accountant will be borne by the Company unless the accountant
determines that the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares by the Holder was
demonstrably in error, in which case the expenses of the accountant will be borne by the Holder.


 


Section
17. Certain Definitions.


 


As
used in this Warrant, unless the context otherwise requires:


 


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


 


“Convertible
Securities” shall mean evidence of indebtedness, preferred stock or other securities directly or indirectly convertible
into or exchangeable for Common Stock.


 


“Eligible
Market” shall mean the NYSE Amex, The New York Stock Exchange, Inc., The NASDAQ Global Market, The NASDAQ Global Select
Market, The NASDAQ Capital Market, or the OTC Bulletin Board.®


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Expiration
Date” shall mean the fifth anniversary of the Issuance Date or, if such date falls on a day other than a Business Day,
the next date that is a Business Day.


 






    	- 8 -



     


    

 


“Fundamental
Transaction” shall mean that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into another Person, (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company to another Person, (iii) allow another Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (not including any shares of Common
Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such
purchase, tender or exchange offer), (iv) consummate a stock purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person
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 purchase
agreement or other business combination), (v) reclassify its Common Stock or (vi) any “person” or “group”
(as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting
power represented by issued and outstanding Common Stock.


 


“Options”
shall mean options to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities granted or issued by
the Company, but excluding Employee Awards.


 


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


 


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


 


“Registration
Statement” shall mean the Company’s Registration Statement on Form S-1.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Successor
Entity” shall mean the Person formed by, resulting from or surviving any Fundamental Transaction or the Person (or Parent
Entity of such Person, if the Successor Entity does not have common stock or equivalent equity security is quoted or listed on
an Eligible Market) with which such Fundamental Transaction shall have been entered into.


 


“Warrant”
shall mean this Warrant and all additional or new warrants issued upon division or combination of, or in substitution for, this
Warrant. All such additional or new warrants shall at all times be identical as to terms and conditions and date, except as to
the number of Warrant Shares for which they may be exercised.


 


“Warrant
Shares” shall mean the shares of the Company’s Common Stock purchasable by the holder of this Warrant upon the
exercise of this Warrant.


 


“Warrant
Series” shall mean all warrants substantial identical to this Warrant other than the identity of the Holder issued on
or about the Issue Date.


 




    	- 9 -



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its duly authorized officer as of the date
first written above.


 


	 	SYLIOS
    CORP
	 	 	 
	 	By:
    	/s/
    Wayne Anderson
	 	Name:
    	Wayne
    Anderson
	 	Title:	President


 




    	- 10 -



     


    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE


 


(to
be executed only upon exercise of Warrant)


 


	To:	SYLIOS
    CORP
	 	501
    1st Ave N., Suite 901
	 	St.
    Petersburg, FL 33701


 


	Attn:
    	 	 	 


 


or
such other address notified by the Company to the Holder.


 


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of SYLIOS CORP, a Florida corporation (the “Company”), evidenced by the attached Warrant to Purchase Common
Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


1. Exercise
Price. The Holder intends that payment of the Exercise Price shall be with respect to Warrant Shares.


 


2. Payment
of Exercise Price. The Holder shall pay the Aggregate Exercise Price in the sum of $______ to the Company
in accordance with the terms of the Warrant.


 


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


 


4. Delivery.
The shares of Warrant Shares shall be delivered to the following:


 


	 	 	 
	 	 	 
	 	 	 


 




    	 



     


    

 


[SIGNATURE
OF HOLDER]


 


	Name
    of Investing Entity:	 
	 
	Signature
    of Authorized Signatory of Investing Entity:	 
	 
	Name
    of Authorized Signatory:	 
	 
	Title
    of Authorized Signatory:	 
	 


 


	Date:	 	 


 




    	- 2 -