Exhibit 4.6


 


Form of Placement Agent Warrant


 


THE REGISTERED HOLDER OF THIS PURCHASE WARRANT
AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING
THE EFFECTIVE DATE (AS DEFINED BELOW) OF THE REGISTRATION STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD Securities, LLC, EACH
OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1), OR (B) CAUSE
THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL
TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT
AS PROVIDED FOR IN FINRA RULE 5110(G)(2).


 


VOID AFTER 5:00 P.M., EASTERN TIME, [●],
20[__] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase of [●] Shares of Common Stock


 


of

ADOMANI, Inc.


 


1. Purchase
Warrant. THIS CERTIFIES THAT, pursuant to that certain Placement Agency Agreement by and between ADOMANI, Inc., a Delaware
corporation (the “Company”), and Boustead Securities, LLC (“Boustead”), as placement agent,
dated [●], 2017 (the “Placement Agency Agreement”), Boustead (in such capacity with its permitted successors
or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time
to time from [●], 20[__] (the “Exercise Date”) [THE DATE THAT IS THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT], and at or before 5:00 p.m., Eastern time, [●], 20[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE
OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in
part, up to [●] shares of common stock of the Company, par value $0.00001 per share (the “Shares”), subject
to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized
by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a
day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the
Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable
at $[●] per Share [100.0% of the price of the Units sold in the Offering];
provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this
Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted
as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise
price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Placement Agency Agreement.


 






     


     


    

2. Exercise.


 


2.1 Exercise Form. In order to exercise
this Purchase Warrant, the exercise form attached hereto as Exhibit A (the “Exercise Form”) must be duly
executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for
the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company
or by certified check or official bank check to the order of the Company. If the subscription rights represented hereby shall not
be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void
without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2 Cashless Exercise. In lieu of exercising
this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder
may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised),
by surrender of this Purchase Warrant to the Company, together with the Exercise Form, in which event the Company shall issue
to Holder, Shares in accordance with the following formula:


 


	X =   	Y(A - B)	 
	 	A	 




 


Where,


 


		X =	the number of Shares to be issued to the Holder pursuant to this Section 2;



 


		Y =	the number of Shares that would be issuable upon exercise of this Purchase Warrant if such exercise
were by means of a cash exercise pursuant to Section 2.1 rather than a cashless exercise pursuant to this Section 2.2.



 


		A =	the fair market value of one Share, as determined in accordance with the provisions of this Section
2; and



 


		B =	the Exercise Price in effect under this Purchase Warrant at the time the election to exercise the
Purchase Warrant on a cashless basis is made pursuant to this Section 2.



 


For purposes of this Section 2.2, the
fair market value of a Share is defined as follows:


 


(i)
if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the arithmetic average
of the closing price on such exchange for the five (5) consecutive trading days ending on the date immediately preceding the date
of the Exercise Form submitted in connection with the exercise of this Purchase Warrant; or


 






    	 	2	 



     


    

(ii)
if the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the arithmetic average
of the closing bid price for the five (5) consecutive trading days ending on the date immediately preceding the date of the Exercise
Form submitted in connection with the exercise of the Purchase Warrant; or


 


(iii)
if there is no active public market for the Company’s common stock, the value shall be the fair market value thereof, as
determined in good faith by the Company’s Board of Directors.


 


2.3 Legend. Each certificate for the
securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under
the Securities Act of 1933, as amended (the “Act”):


 


“The securities represented by this certificate
have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state securities
laws. Neither the securities nor any interest therein may be offered for sale, sold, transferred or assigned (i) in the absence
of (a) an effective registration statement for the securities under the Act or (b) an opinion of counsel selected by the Holder,
in form and substance reasonably acceptable to the Company, that registration is not required under the Act.”


 


3. Transfer.


 


3.1 General Restrictions. The registered
Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not for a period of one hundred
eighty (180) days following the effective date (the “Effective Date”) of the Registration Statement on Form S-1 (No.
333-220983) (the “Registration Statement”): (a) sell, transfer, assign, pledge or hypothecate this Purchase
Warrant to anyone other than: (i) Boustead or a placement agent or a selected dealer participating in the offering (the “Offering”)
contemplated by the Placement Agency Agreement, or (ii) officers or partners of Boustead, each of whom shall have agreed to the
restrictions contained herein, in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities
issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective
economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2).
On and after that date that is one hundred eighty (180) days after the Effective Date of the Registration Statement, transfers
to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and completed,
together with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall
within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase
Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate
number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2 Restrictions Imposed by the Act.
The securities evidenced by this Purchase Warrant shall not be transferred unless and until the Company has received the opinion
of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable
state securities laws, the availability of which is established to the reasonable satisfaction of the Company.


 






    	 	3	 



     


    

4. [Reserved].


 


5. New
Purchase Warrants to be Issued.


 


5.1 Partial Exercise or Transfer. Subject
to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the
event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with
the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant
to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like
tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable
hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2 Lost Certificate. Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably
satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor
and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.


 


6. Adjustments.


 


6.1 Adjustments to Exercise Price and Number
of Shares. The Exercise Price and the number of Shares underlying this Purchase Warrant shall be subject to adjustment from
time to time as hereinafter set forth:


 


6.1.1 Share Dividends; Split Ups. If, after
the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a
stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number
of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares, and the Exercise Price
shall be proportionately decreased.


 


6.1.2 Aggregation of Shares. If, after
the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased by a
consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number
of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares, and the Exercise Price
shall be proportionately increased.


 


6.1.3 Replacement of Shares upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 6.1.1
or Section 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction
or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction
or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant
shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise
hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares
of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction
or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares
of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also
results in a change in Shares covered by Section 6.1.1 or Section 6.1.2, then such adjustment shall be made pursuant
to Section 6.1.1, Section 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales
or other transfers.


 






    	 	4	 



     


    

6.1.4 Changes in Form of Purchase Warrant.
This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1. The acceptance by
any Holder of the issuance of a new Purchase Warrant reflecting a required or permissive change shall not be deemed to waive any
rights to an adjustment occurring after the date hereof or the computation thereof.


 


6.2 Substitute Purchase Warrant. In case
of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation
(other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of
the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and
deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to
be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise
of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation
or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might
have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental
Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6.
The above provision of this Section 6 shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


6.3 Elimination of Fractional Interests.
The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant,
nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number
of Shares or other securities, properties or rights.


 


7. Reservation
of Shares. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose
of issuance upon exercise of this Purchase Warrant, such number of Shares or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant and payment of
the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder.


 






    	 	5	 



     


    

8. Certain
Notice Requirements.


 


8.1 Holder’s Right to Receive Notice.
Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a stockholder
for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however,
at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2
shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior
to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”) for the determination
of the stockholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other stockholders of the Company at the same time and in the same manner that such notice is
given to the stockholders.


 


8.2 Events Requiring Notice. The Company
shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company
shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders
of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of
capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding
up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially
all of its property, assets and business shall be proposed.


 


8.3 Notice of Change in Exercise Price.
The Company shall, within a reasonable time after an event requiring a change in the Exercise Price pursuant to Section 6
hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.


 


8.4 Transmittal of Notices. All notices,
requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been duly
made (1) when hand delivered, (2) when mailed by express mail or private courier service, (3) when the event requiring notice is
disclosed in all material respects and filed in a current report on Form 8-K or in a definitive proxy statement on Schedule 14A
prior to the Notice Date or (4) if sent by electronic mail, on the day the notice was sent if during regular business hours and,
if sent outside of regular business hours, on the following business day: (i) if to the registered Holder of the Purchase Warrant,
to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such
other address as the Company may designate by notice to the Holders:


 






    	 	6	 



     


    

If to the Holder:


 


Boustead Securities, LLC

898 North Sepulveda Blvd, #400


El Segundo, California 90245

Attn: Daniel J. McClory, Managing Director


 


with a copy (which shall not constitute notice) to:


 


Orrick, Herrington & Sutcliffe LLP


405 Howard Street


San Francisco, California 94105


Attn: Andrew Thorpe, Esq.


 


 


If to the Company:


 


ADOMANI, Inc.


4740 Green River Road, Suite 106


Corona, California 92880


Email: jim.r@adomanielectric.com


Attn: Jim Reynolds, Chief Executive Officer


 


with a copy (which shall not constitute notice) to:


 


K&L Gates LLP

1 Park Plaza,


12th Floor


Irvine, California 92614

Attn: Michael A. Hedge


 


9. Miscellaneous.


 


9.1 Amendments. The Company and Boustead
may from time to time supplement or amend this Purchase Warrant in order to cure any ambiguity, to correct or supplement any provision
contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard
to matters or questions arising hereunder that the Company and Boustead may deem necessary or desirable. All other modifications
or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment
is sought.


 


9.2 Headings. The headings contained
herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation
of any of the terms or provisions of this Purchase Warrant.


 






    	 	7	 



     


    

9.3 Entire Agreement. This Purchase Warrant
(together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes
the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings
of the parties, oral and written, with respect to the subject matter hereof.


 


9.4 Binding Effect. This Purchase Warrant
shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees and respective
successors and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect
of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5 Governing Law; Submission to Jurisdiction.
This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it
arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the state or federal courts located
in Orange County, California, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company
hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or
summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that
the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.


 


9.6 Waiver, etc. The failure of the Company
or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver
of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.


 


9.8 Execution in Counterparts. This Purchase
Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


[Remainder of page intentionally left blank.]


 






    	 	8	 



     


    

IN WITNESS WHEREOF,
the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 201__.


 


 


 


	ADOMANI, Inc.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


 


 


 


Acknowledged and Agreed:


 


BOUSTEAD SECURITIES, LLC


 


	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 


 






     


     


    

EXHIBIT A


 


EXERCISE FORM


 


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


 


1. Form of Exercise Price. The Holder
intends that payment of the Exercise Price shall be made as:


 


[__] a “Cash Exercise”
with respect to ______________ Warrant Shares; and/or


 


[__] a “Cashless Exercise”
with respect to _______________ Warrant Shares.


 


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


 


3. Delivery of Warrant Shares. Please
issue the Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


If the Warrant Shares will be delivered electronically via DWAC,
please issue them to the following account:


 


Name of DTC Participant: _______________________________


 


DTC Participant Number: _______________________________


 


Name of Account at DTC Participant to be credited with the Warrant Shares: ________________


 


Account Number at DTC Participant to be credited with the Warrant Shares:  ________________


 


Date: _______________ __, ______


 


Name of Investing Entity: _______________________________________________________


Signature of Authorized Signatory
of Investing Entity:  _________________________________


Name of Authorized Signatory:  ___________________________________________________


Title of Authorized Signatory:  ____________________________________________________


Date:  _______________________________________________________________________


 






    	 	A-1	 



     


    

EXHIBIT B


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the undersigned registered
owner of this Purchase Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned
within the Purchase Warrant, with respect to the number of shares of Common Stock set forth below.


 


	Name of Assignee	 	Address and Phone Number	 	No. of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


The undersigned also represents that, by assignment
hereof, the Assignee acknowledges that this Purchase Warrant and the shares of stock to be issued upon exercise hereof or conversion
thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this Purchase Warrant
or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances which will not result
in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged
that upon exercise of this Purchase Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory
to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward distribution
or resale.


 


 


	Signature of Holder
	Date


 


The undersigned assignee agrees to be bound
by all of the terms and conditions of this Purchase Warrant.


 


 


	Signature of Assignee
	Date


 


 


 


 


 


B-2