Exhibit
4.3


 


Class
C Warrant


 


THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.


 


CLASS
C WARRANT TO PURCHASE STOCK


 


Issuer:
EnzymeBioSystems, a Nevada corporation (the “Company”)


 


Number
of Shares: __________ shares of Common Stock, as the same may be from time to time adjusted pursuant to Article 2 hereof.


 


Class
of Stock: Common Stock (the “Shares”)


 


Class
C Warrant Exercise Price: $0.60 as the same may be from time to time adjusted pursuant to Article 2 hereof.


 


Issue
Date: _________________, 2017


 


Expiration
Date: August 31, 2022


 


THIS
WARRANT CERTIFIES THAT, for the agreed upon value of purchasing stock in EnzymeBioSystems at $0.60 post-split share and for other
good and valuable consideration, ________________________________ (“Holder”) is entitled to purchase the number of
fully paid and nonassessable Shares of the Company at the Exercise Price per Share set forth, subject to the provisions and upon
the terms and conditions set forth in this Warrant.


 


ARTICLE
1 EXERCISE.


 


1.1
Method of Exercise. This Class C Warrant is exercisable, in whole or in part, at any time and from time to time commencing
on ________________, 2017 until and including the Expiration Date set forth above. Notwithstanding the foregoing, commencing upon
the effective date of the registration statement for the of Company following the Issue Date, the Holder shall be permitted to
exercise this Warrant. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise, in substantially the
form attached as Appendix 1, to the principal office of Company. Holder shall also deliver to Company a check for the aggregate
Exercise Price for Shares being purchased.


 


1.2
Delivery of Certificate and New Warrant. Promptly after Holder exercises this Warrant, Company shall deliver to Holder
certificates for Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant
representing Shares not so acquired.


 


1.3 Replacement of Warrants. On receipt of evidence reasonably satisfactory to Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory
in form and amount to Company or, in the case of mutilation, on surrender and cancellation of this Warrant, Company at its expense
shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.


 




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1.4
Limitations on Exercise. The Company shall not, and shall not instruct the Transfer Agent to, effect any exercise of any
Warrant, and a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving
effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, the registered
holder (together with such registered holder’s Affiliates (as defined in Rule 405 under the Securities Act of 1933), and
any other persons acting as a group together with the registered holder or any of the registered holder’s Affiliates), would
beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by the registered holder and its Affiliates shall include the number of shares of Common
Stock issuable upon exercise of the 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 exercise of the remaining, non-exercised portion of any Warrant beneficially
owned by the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section
6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder, it being acknowledged by the registered holder that neither the Warrant Agent nor the Company is representing
to the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the registered holder
is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained
in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the
registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion
of the registered holder, and the submission of an Election to Purchase shall be deemed to be the registered holder’s determination
of whether such Warrant is exercisable (in relation to other securities owned by the registered holder together with any Affiliates)
and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify
or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the registered
holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining
the number of outstanding shares of Common Stock, a registered 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 Securities and Exchange 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 Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section
6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct
this subsection (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 a Warrant.


 


ARTICLE
2 ADJUSTMENTS.


 


2.1
Stock Dividends. Splits. Etc. If Company declares or pays a dividend on its common stock (or Shares if Shares are securities
other than common stock) payable in common stock or other securities, subdivides the outstanding common stock into a greater amount
of common stock, or, if Shares are securities other than common stock, subdivides Shares in a transaction that increases the amount
of common stock into which Shares are convertible, then upon exercise of this Warrant, for each Share acquired, Holder shall receive,
without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned Shares
of record as of the date the dividend or subdivision occurred.


 




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2.2
Reclassification. Recapitalization. Exchange or Substitution. Upon any reclassification, recapitalization, exchange, substitution,
or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this
Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and
property that Holder would have received for Shares if this Warrant had been exercised immediately before such reclassification,
recapitalization, exchange, substitution, or other event. Company or its successor shall promptly issue to Holder a new Warrant
for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Exercise
Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2
shall similarly apply to successive reclassifications, recapitalizations, exchanges, substitutions, or other events.


 


2.3
Adjustments for Combinations. Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise,
into a lesser number of shares, the Exercise Price shall be proportionately increased and the number of Shares as to which this
warrant is exercisable shall be proportionately decreased.


 


2.4
Adjustment for Pay-to-Pay Transactions. in the event that the Company’s Articles (Certificate) of Incorporation provides,
or is amended to so provide, for the amendment or modification of the rights, preferences or privileges of the Shares, or the
reclassification, conversion or exchange of the outstanding shares of the Class of Stock, in the event that a holder of shares
thereof fails to participate in an equity financing transaction (a “Pay-to-Play Provision”), and in the event that
such Pay-to-Play Provision becomes operative in a transaction occurring after the date hereof, this Warrant shall automatically
and without any action required become exercisable for that number and type of shares of equity securities as would have been
issued or exchanged, or would have remained outstanding, in respect of the Shares issuable hereunder had this Warrant been exercised
in full prior to such event, and had the Holder participated in the equity financing to the maximum extent permitted.


 


2.5
No Impairment. Company shall not, by amendment of its Articles/Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by Company, but shall
at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may
be necessary or appropriate to protect Holder’s rights under this Article against impairment. If Company takes any dilutive
action affecting Shares or its common stock other than as described above that adversely affects Holder’s rights under this
Warrant, the Exercise Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be
adjusted upward in such a manner that such dilutive action is offset and the aggregate Exercise Price of this Warrant is unchanged.


 


2.6
Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of
Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise
or conversion of the Warrant, Company shall eliminate such fractional share interest by paying Holder an amount computed by multiplying
the fractional interest by the fair market value of a full Share.


 


2.7
Certificate as to Adjustments. Upon each adjustment of the Exercise Price, Company at its expense shall promptly compute
such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts
upon which such adjustment is based. Company shall, upon written request, furnish Holder a certificate setting forth the Exercise
Price in effect upon the date thereof and the series of adjustments leading to such Exercise Price.


 




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ARTICLE
3 COVENANTS OF COMPANY.


 


3.1
Valid Issuance. Company shall take all steps necessary to insure that all Shares which may be issued upon the exercise
of this Warrant, and all securities, if any, issuable upon conversion of Shares, shall, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for
herein or under applicable federal and state securities laws.


 


3.2
Notice of Certain Events. If Company proposes at any time (a) to declare any dividend or distribution upon its common stock,
whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription
pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights;
(c) to effect any reclassification or recapitalization of common stock; (d) to merge or consolidate with or into any other corporation,
or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer
holders of registration rights the opportunity to participate in an underwritten public offering of the company’s securities
for cash, then, in connection with each such event, Company shall give Holder (1) in the case of the matters referred to in (a)
and (b) above at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution,
or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining
rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to
in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date
on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable
upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to
the holders of such registration rights.


 


3.3
Notice of Expiration. Company shall give Holder written notice of Holder’s right to exercise this Warrant in the
form attached as Appendix 2 not more than 90 days and not less than 15 days before the Expiration Date and, in the case
of an Acquisition to which the proviso of Section 1.6 shall be applicable, 15 days’ notice of such Acquisition. If the notice
is not so given, the Expiration Date shall automatically be extended until 15 days after the date Company delivers the notice
to Holder.


 


3.5
Registration Rights. The Shares shall have demand registration rights herewith between the Company and Holder.


 


ARTICLE
4 MISCELLANEOUS.


 


4.1
Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of Shares, if
any) shall be imprinted with a legend in substantially the following form:


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


 


4.2
Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the
securities issuable, directly or indirectly, upon conversion of Shares, if any) may not be transferred or assigned in whole or
in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including,
without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to Company, as
reasonably requested by Company). Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate
of Holder or if there is no material question as to the availability of current information as referenced in Rule 144 (c), Holder
represents that it has complied with Rule 144{d) and (e) in reasonable detail, the selling broker represents that it has complied
with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale.


 




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4.3
Transfer Procedure. Subject to the provisions of Section 4.2, Holder may transfer all or part of this Warrant or the Shares
issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of Shares, if any)
at any time to any other transferee acceptable to Company (which acceptance shall not be unreasonably withheld or delayed) by
giving Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification
number of the transferee and surrendering this Warrant to Company for reissuance to the transferee(s) (and Holder if applicable),
subject to the 4.99% limitation . Unless Company is filing financial information with the SEC pursuant to the Securities Exchange
Act of 1934, Company shall have the right to refuse to transfer any portion of this Warrant to any person who directly competes
with Company.


 


4.4
Notices. All notices and other communications from Company to Holder, or vice versa, shall be in writing and shall be deemed
delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, or by overnight
courier, at such address as may have been furnished to Company or Holder, as the case may be, in writing by Company or such Holder
from time to time.


 


4.5
Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant,
the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including
reasonable attorneys’ fees.


 


4.6
Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada, without
giving effect to its principles regarding conflicts of law.


 


[Signature
page follows] 


 




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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.


 


	 	ENZYMEBIOSYSTEMS
	 	 	                             
	 	By:	
	 	Name:	 
	 	Title:	 





 






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Appendix
A


 


NOTICE
OF EXERCISE


 


To:
EnzymeBioSystems


 


(1)
The undersigned hereby elects to purchase ________ C 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 subsection
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 subsection 2(c).


 


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


 


 








 


	Name
    of Investing Entity:	 


 


	Signature
    of Authorized Signatory of Investing Entity:	 


 


	Name
    of Authorized Signatory:	 


 


	Title
    of Authorized Signatory:	 


 


	Date:	 


 




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Appendix
B


 


ASSIGNMENT
FORM


 


(To
assign the foregoing Class C Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrants and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 
	 	 	(Please
    Print)
	 	 	 
	Address:	 	 
	 	 	(Please
    Print)
	 	 	 
	Phone
    Number:	 	 
	 	 	 
	Email
    Address:	 	 
	 	 	 
	Dated:
    _______________ __, ______	 	 
	 	 	 
	Holder’s
    Signature: 	 	 
	 	 	 
	 	 	 
	Holder’s
    Address:	 	 
	 	 	 


 




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