WARRANT AGENT AGREEMENT


 


This Warrant AGENT
Agreement made as of [___________], 2014, is between [_______________], a [_______] corporation, with offices at [_______] (the
“Company”), and VStock Transfer, LLC, with offices at 77 Spruce Street, Suite 201, Cedarhurst, New York (the
“Warrant Agent”).


 


WHEREAS, the Company
has determined to issue and deliver up to [_________] warrants (the “Warrants”) to investors, each Warrant evidencing
the right of the holder thereof to purchase one share of the Company’s common stock, par value $.001 per share (the “Common
Stock”), for $[___], subject to adjustment as described herein; [Should be modified to reflect multiple series/classes
of warrants if applicable]


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the legally valid and binding obligations of the Company, and to authorize
the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


2. Warrants.


 


2.1 Form
of Warrant. Each Warrant shall be (a) issued in registered form only, (b) in substantially the form of Exhibit A attached
hereto, the provisions of which are incorporated herein, (c) signed by, or bear the facsimile signature of, the Chairman of the
Board or, the Chief Executive Officer or the President, and the Treasurer, Secretary or Assistant Secretary of the Company, and
(d) shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon
any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it
may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2 Effect
of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof. Warrant certificates shall be dated the date of countersignature
by the Warrant Agent.


 






    	 



    	 



    

 


2.3 Registration.



 


2.3.1 Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”), for the registration of the original
issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.


 


2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant shall be registered upon the Warrant Register (“Registered Holder”),
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


3. Terms
and Exercise of Warrants.


 


3.1 Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $[___] per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term “Warrant Price” as used in this Warrant Agent Agreement refers to the price per share
at which Common Stock may be purchased at the time a Warrant is exercised. The Company, in its sole discretion, may lower the Warrant
Price at any time prior to the Expiration Date (as defined below); provided, that any such reduction shall be identical in percentage
terms among all of the Warrants. 


 


3.2 Duration of Warrants. A Warrant may be exercised only during the period
(“Exercise Period”) commencing on the date of issuance. For purposes of this Warrant Agreement, the “Expiration
Date” shall mean the earlier to occur of (i) [___________], 2015, or (ii) the date fixed for redemption of the Warrants
as provided in Section 6 of this Agreement. Except with respect to the right to receive the Redemption Price (as set forth in Section
6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company may extend
the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide notice to registered
holders of the Warrants of such extension of not less than 20 days. 


 






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3.3 Exercise
of Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be
exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full, in lawful money
of the United States, in cash, good certified check or good bank draft payable to the order of the Company (or as otherwise agreed
to by the Company), the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Stock, and the
issuance of the Common Stock. In no event shall the Registered Holder of any Warrant be entitled to “net cash settle”
the Warrant.


 


3.3.2 Issuance
of Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of
the Warrant Price, the Company shall issue to the Registered Holder of such Warrant a certificate or certificates
representing the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names
as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new
countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Subject
to Section 7.4 and notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to
the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon
exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise
of the Warrants is available for delivery to the Warrant holders or (b) in the opinion of counsel to the Company, the
exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale
or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered
Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such
exercise or issuance would be unlawful. In the event a registration statement under the Act with respect to the Common Stock
underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with
respect to a Registered Holder in
any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and
expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon
exercise (except pursuant to Section 4.5). 


 


3.3.3 Valid
Issuance. All shares of Common Stock issued upon the proper exercise or surrender of a Warrant in conformity with this
Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.4 Date
of Issuance. Each person or entity in whose name any such certificate for shares of Common Stock is issued shall, for all purposes,
be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the stock transfer books are open.


 






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4. Adjustments.


 


4.1 Stock
Dividends - Split-Ups. If, after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common
Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of
Common Stock.


 


4.2 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other
similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease
in outstanding shares of Common Stock.


 


4.3 Adjustments
in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price, immediately prior to such adjustment, by a fraction, (a) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall
be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.4 Extraordinary
Dividends. If the Company, at any time during the Exercise Period, shall pay a dividend in cash, securities or other
assets to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are
convertible), other than (i) as described in Sections 4.1, 4.2 or 4.5 or (ii) regular quarterly or other periodic dividends
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of
cash and/or the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities
or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. 


 


4.5 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Sections 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common
Stock), or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity of the assets
or other property of the Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved,
the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately
prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Sections 4.1 or
4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.5. The provisions of this Section
4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 






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4.6 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5 the Company shall give written notice to each Warrant holder, at the
last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event. 


 


4.7 No
Fractional Shares. Notwithstanding any provision contained in this Warrant Agent Agreement to the contrary, the Company shall
not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round up to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant
holder.


 


4.8 Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement. However, the Company may, at any time, in its sole discretion, make any change
in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in
the form as so changed.


 


4.9 Notice
of Certain Transactions. In the event that the Company shall propose to (a) offer the holders of its Common Stock rights to
subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other
securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for
shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company
shall send to the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the registered holders
at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders
of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and
on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and
other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant
to this Article 4 which would be required as a result of such action. Such notice shall be given as promptly as practicable after
the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above at least
10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case
of any other such action at least 20 days prior to the date of the taking of such proposed action or the date of participation
therein by the holders of Common Stock, whichever shall be the earlier. 


 






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4.10 Other
Events. If any event occurs as to which the foregoing provisions of this Article 4 are not strictly applicable or, if strictly
applicable, would not, in the good faith judgment of the Board, fairly and adequately protect the purchase rights of the registered
holders of the Warrants in accordance with the essential intent and principles of such provisions, then the Board shall make such
adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably
necessary, in the good faith opinion of the Board, to protect such purchase rights as aforesaid. 


 


5. Transfer
and Exchange of Warrants.


 


5.1 Transfer
of Warrants. Prior to the Separation Date, the Warrants may be transferred or exchanged only together with the Unit in which
such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit.
From and after the Separation Date, this Section 5.1 will have no further force and effect.


 


5.2 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon the Company’s request.


 


5.3 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
transfer, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that, in the event
a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall issue
new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.4 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant.


 






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5.5 Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.6 Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


6. Reserved.


 


7. Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1 No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors
of the Company or any other matter.


 


7.2 Lost,
Stolen Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant
Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so
lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3 Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.


 


7.4 Registration
of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use its best efforts to
prepare and file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new
registration statement, for the registration under the Act of the Common Stock issuable upon exercise of the Warrants, and it shall
take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company,
the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same
to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration
statement and ensure that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in
accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated
to issue Common Stock unless, at the time a holder seeks to exercise Warrants, a prospectus related to the Common Stock issuable
upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the
laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its best efforts to register
such securities under the blue sky laws of the states of residence of exercising warrant holders, if permitted by the blue sky
laws of such jurisdictions, in the event that an exemption is not available. 


 






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8. Concerning
the Warrant Agent and Other Matters. 


 


8.1 Payment
of Taxes. The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2 Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint, in writing,
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent.
Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and have its principal office in the Borough of Manhattan, City and State of
New York, and be authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
or state authorities. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed; but, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and, upon request of any successor Warrant Agent, the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.


 


8.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.



 


8.2.3 Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Warrant Agent Agreement without any further act on the part of the Company or the Warrant Agent.


 






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8.3 Fees
and Expenses of Warrant Agent.


 


8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder as set forth
on Exhibit B hereto and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.


 


8.3.2 Further
Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged
and delivered, all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Warrant Agreement.


 


8.4 Liability
of Warrant Agent.


 


8.4.1 Reliance
on Company Statement. Whenever, in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer or Chairman of
the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken
or suffered in good faith by it pursuant to the provisions of this Warrant Agreement.


 


8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own negligence, willful misconduct or bad faith. The Company agrees to
indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant
Agent’s negligence, willful misconduct or bad faith.


 


8.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agent Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach
by the Company of any covenant or condition contained in this Warrant Agent Agreement or in any Warrant; nor shall it be
responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method
or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor
shall it, by any act hereunder, be deemed to make any representation or warranty as to the authorization or reservation of
any shares of Common Stock to be issued pursuant to this Warrant Agent Agreement or any Warrant or as to whether any shares
of Common Stock will when issued be valid and fully paid and nonassessable.


 


8.5 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agent Agreement and agrees to perform the
same upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase
of shares of the Company’s Common Stock through the exercise of Warrants.


 






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9. Miscellaneous
Provisions.


 


9.1 Successors.
All the covenants and provisions of this Warrant Agent Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns.


 


9.2 Notices.
Any notice, statement or demand authorized by this Warrant Agent Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier service,
addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


eFleets Corporation


7660 Pebble Drive


Fort Worth, Texas Nevada,
76118


Attn: James Emmons,
Chief Executive Officer


 


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


 


Sichenzia Ross Friedman
Ference LLP


61 Broadway


New York, New York
1006


Attention: Thomas A.
Rose, Esq.


 


Any notice, statement or demand authorized
by this Warrant Agent Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:


 


VStock Transfer, LLC


150 West 46th Street, 6th Floor


New York, NY 10036


Attn: Compliance Department


 


Any notice, sent pursuant to this Warrant
Agent Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by
overnight courier, on the next business day of the delivery to the courier, and if sent by registered or certified mail on the
third day after registration or certification thereof


 


9.3 Applicable
Law. The validity, interpretation, and performance of this Warrant Agent Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflict of laws. The Company hereby agrees that any
action, proceeding or claim against it arising out of or relating in any way to this Warrant Agent Agreement shall be brought and
enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, 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 such 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 9.2 hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company in any action, proceeding or claim.


 






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9.4 Examination
of the Warrant Agreement. A copy of this Warrant Agent Agreement shall be available at all reasonable times at the
office of the Warrant Agent for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such
holder to submit his, her or its Warrant for inspection.


 


9.5 Counterparts-
Facsimile Signatures. This Warrant Agent Agreement may be executed in any number of counterparts, and each of such counterparts
shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.
Facsimile signatures shall constitute original signatures for all purposes of this Warrant Agreement.


 


9.6 Effect
of Headings. The section headings herein are for convenience only and are not part of this Warrant Agent Agreement and shall
not affect the interpretation thereof 


 


9.7 Amendments.


 


9.7.1 This
Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agent agreement
(a “Supplemental Agreement”), without the consent of any of the Warrant holders, for the purpose of (i) curing
any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other provisions
with respect to matters or questions arising under this agreement that is not inconsistent with the provisions of this agreement
or the Warrant certificates, (ii) evidencing the succession of another corporation to the Company and the assumption by any such
successor of the covenants of the Company contained in this agreement and the Warrants, (iii) evidencing and providing for the
acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants of the Company
for the benefit of the Holders or surrendering any right or power conferred upon the Company under this Agreement, or (viii) amending
this agreement and the Warrants in any manner that the Company may deem to be necessary or desirable and that will not adversely
affect the interests of the Warrant holders in any material respect.


 


9.7.2 The
Company and the Warrant Agent may amend this Warrant Agent Agreement and the Warrants by executing a Supplemental Agreement with
the consent of the Holders of not fewer than a majority of the unexercised Warrants affected by such amendment, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders under this Warrant Agreement; provided, however, that, without the consent of each of the
Warrant holders affected thereby, no such amendment may be made that (i) changes the Warrants so as to reduce the number of shares
purchasable upon exercise of the Warrants or so as to increase the Warrant Price (other than as provided by Section 4),
(ii) shortens the period of time during which the Warrants may be exercised, (iii) otherwise adversely affects the exercise rights
of the Holders in any material respect, or (iv) reduces the number of unexercised Warrants the holders of which must consent for
amendment of this agreement or the Warrants.


 






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9.8 Severability.
This Warrant Agent Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Warrant Agent Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid
and enforceable.


 






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IN WITNESS WHEREOF,
this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	[_______]
	 	 
	 	By:	 
	 	 	[Name, Title]
	 	 
	 	VSTOCK
    TRANSFER, LLC
	 	  
	 	By:	 
	 	 	[Name, Title]




 






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EXHIBIT A


 


FORM OF WARRANT


 


EFLEETS CORPORATION


 


WARRANT TO PURCHASE COMMON STOCK


 


Warrant No.:


 


Date of Issuance: [ ], 2014 (“Issuance Date”)


 


eFleets Corporation, a Nevada corporation
(the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is
entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in
effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange,
transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not
after 11:59 p.m., New York time, on the Expiration Date (as defined below), [ ](subject to adjustment as provided herein) fully
paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise
defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17. This Warrant is one of the Warrants
to Purchase Common Stock (the “Warrants”) issued pursuant to (i) Section 1 of that certain Underwriting Agreement,
dated as of [ ], 2014 (the “Subscription Date”), by and among the Company and the underwriters referred to therein,
as amended from time to time (the “Underwriting Agreement”) and (ii) the Company’s Registration Statement,
General Disclosure Package and the Prospectus. All capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Underwriting Agreement.


 






    	 



    	 



    

 


1. EXERCISE OF WARRANT.


 


(a) Mechanics of Exercise.
Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant
may be exercised by the Holder on any day on or after the Issuance Date (each, an “Exercise Date”), in whole
or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading
Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the
Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so
exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the
Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined
in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder.
No ink-original Exercise Notice of exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or
notarization) of any Exercise Notice form be required. Execution and delivery of an Exercise Notice with respect to less than all
of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant
evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of
the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of
the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the
Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of
such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent
(the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has
received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust
Company (“DTC”) Fast Automated Securities Transfer Program, 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 at Custodian system, or (Y) if the Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant
to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address
as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of
the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which
the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, 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). 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, at the request of the Holder, the Company shall as soon as practicable and in no
event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee)
a new Warrant (in accordance with Section 7(d)) 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. No
fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common
Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may
be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. Notwithstanding the foregoing,
except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise (as defined in Section 1(d)),
the Company’s failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s
receipt of the Aggregate Exercise Price shall not be deemed to be a breach of this Warrant.


 






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(b) Exercise Price.
For purposes of this Warrant, “Exercise Price” means $____, subject to adjustment as provided herein.


(c) Company’s Failure
to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, to issue to the Holder within the
later of (i) three (3) Trading Days after receipt of the applicable Exercise Notice and (ii) two (2) Trading Days after the Company’s
receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise) (such later date, the “Share Delivery
Deadline”), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such
shares of Common Stock on the Company’s share register or to credit the Holder’s balance account with DTC for such
number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case
may be) (a “Delivery Failure”), and if on or after such Share Delivery Deadline the Holder purchases (in an
open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion
of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number
of shares of Common Stock, issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in addition
to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request
and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase
price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including,
without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which
point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with
DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the
case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and
deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance
account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder
(as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product
of (A) such number of shares of Common Stock multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading
Day during the period commencing on the date of the applicable Exercise Notice and ending on the date immediately preceding the
date of such issuance and payment under this clause (ii). In addition to the foregoing, in the event the Company fails for any
reason to deliver to the Holder the number of Warrant Shares subject to an Exercise Notice by the Share Delivery Deadline, the
Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject
to such exercise (based on the VWAP of the Common Stock on the date of the applicable Exercise Notice), $10 per Trading Day (increasing
to $20 per Trading Day on the second Trading Day after such liquidated damages begin to accrue) for each Trading Day after such
Share Delivery Deadline until such certificates are delivered or Holder rescinds such exercise at any time prior to the issuance
of the Warrant Shares.


 






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(d) Cashless Exercise.
Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if the shares issuable upon the exercise
of the Warrants are no longer registered under the Securities Act of 1933, as amended, the Holder may, in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company
upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”
of shares of Common Stock (the “Net Number”) determined according to the following formula (a “Cashless
Exercise”):


 


Net Number = (A x B) - (A x C)


D


 


For purposes of the foregoing formula:


 


A = the total number of shares
with respect to which this Warrant is then being exercised.


 


B =the quotient of (x) the
sum of the VWAP of the Common Stock of each of the ten (10) Trading Days ending at the close of business on the Principal Market
immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (y) ten (10).


 


C = the Exercise Price then
in effect for the applicable Warrant Shares at the time of such exercise.


 


D = the lowest of (w) as applicable,
(i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice
if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or
(2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading
hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day,
and (ii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise
Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof during such Trading
Day or after the close of “regular trading hours” on such Trading Day, (x) the VWAP of the Common Stock at the close
of business on the Principal Market on the Trading Day immediately prior to the applicable Exercise Date, (y) the quotient of (A)
the sum of the VWAP of the Common Stock of each of the ten (10) Trading Days ending at the close of business on the Principal Market
immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (B) ten (10) and (z) the lowest
Bid Price of the Common Stock at any time during the Trading Day on the applicable Exercise Date.


 


(e) Disputes. In the
case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to
be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not
disputed and resolve such dispute in accordance with Section 14.


 






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(f) Limitations on Exercises.
Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof
to the extent (but only to the extent) that after giving effect to such exercise the Holder (together with any of its


affiliates) would beneficially own in excess of 4.99%
(the “Maximum Percentage”) of the Common Stock. To the extent the above limitation applies, the determination
of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned
by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as the
case may be, as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined
on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability
to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph
with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all
determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be
determined in accordance with Section 13(d) of the Securities Exchange Act (the “Exchange Act”) and the rules
and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict
conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary
or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply
to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the
Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time,
upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to
the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible
or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant
to the Underwriting Agreement. By written notice to the Company, any holder may increase or decrease the Maximum Percentage to
any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective
until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the
Holder sending such notice and not to any other holder of warrants.


 






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(g) Insufficient Authorized
Shares. From and after the Issuance Date, the Company shall at all times keep reserved for issuance under this Warrant a number
of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as shall be necessary to satisfy
the Company’s obligation to issue shares of Common Stock hereunder (without regard to any limitation otherwise contained
herein with respect to the number of shares of Common Stock that may be acquirable upon exercise of this Warrant). From and after
the Issuance Date, if, notwithstanding the foregoing, and not in limitation thereof, at any time while any of the Warrants remain
outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation
to reserve for issuance upon exercise of the Warrants at least a number of shares of Common Stock (the “Required Reserve
Amount”) equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise
of all of the Warrants then outstanding (an “Authorized Share Failure”), then the Company shall immediately
take all action reasonably necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient
to allow the Company to reserve the Required Reserve Amount for all the Warrants then outstanding. Without limiting the generality
of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event
later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders
for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company
shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’
approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders
that they approve such proposal. In the event that the Company is prohibited from issuing shares of Common Stock upon an exercise
of this Warrant due to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but
unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorization Failure Shares”),
in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash in exchange for the cancellation
of such portion of this Warrant exercisable into such Authorized Failure Shares at a price equal to the sum of (i) the product
of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day
during the period commencing on the date the Holder delivers the applicable Exercise Notice with respect to such Authorization
Failure Shares to the Company and ending on the date immediately preceding the date of such issuance and payment under this Section
1(g) and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of Authorization Failure Shares, any brokerage commissions and other out-of-pocket expenses,
if any, of the Holder incurred in connection therewith.


 


2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 2.


 


(a) Stock Dividends and
Splits. Without limiting any provision of Section 2(b), if the Company, at any time on or after the Issuance Date, (i) pays
a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines
(by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect
such event.


 






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(b) Adjustment Upon Issuance
of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company issues or sells, or in accordance with
this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common
Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have
been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the
Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect
is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately
after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of
the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section
2(b)), the following shall be applicable:


 


(i) Issuance of Options.
If the Company in any manner grants or sells any Options (other than Options that qualify as Excluded Securities) and the lowest
price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise
or exchange of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such
share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting
or sale of such Option for such price per share. For purposes of this Section 2(b)(i), the “lowest price per share for which
one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option” shall be equal to (1) the lower of (x) the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting
or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable
upon exercise of such Option and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is
issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable
upon exercise of any such Option minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person)
upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible
Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit
conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise
Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise
of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible
Securities.


 






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(ii) Issuance of Convertible
Securities. If the Company in any manner issues or sells any Convertible Securities (other than Convertible Securities that
qualify as Excluded Securities) and the lowest price per share for which one share of Common Stock is issuable upon the conversion,
exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price
per share. For the purposes of this Section 2(b)(ii), the “lowest price per share for which one share of Common Stock is
issuable upon the conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance
or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security and (y) the lowest conversion
price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange
thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon
the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit
conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment
of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options
for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 2(b), except as contemplated
below, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.


 


(iii) Change in Option
Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if
any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the
Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been
in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional
consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For
purposes of this Section 2(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance
of this Warrant are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible
Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been
issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(b) shall be made if such adjustment
would result in an increase of the Exercise Price then in effect.


 


 






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(iv) Calculation of Consideration
Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance or sale
or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”,
and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”), together comprising
one integrated transaction, the consideration per share of Common Stock with respect to such Primary Security shall be deemed to
be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued in such integrated
transaction (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable) solely with respect to such
Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration Value of
each such Option, if any, (II) the fair market value (as determined by the Holder) or the Black Scholes Consideration Value, as
applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined by the Holder) of such Convertible
Security, if any, in each case, as determined on a per share basis in accordance with this Section 2(b)(iv). If any shares of Common
Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received
therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not
for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration
received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration
other than cash (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but
not for the purpose of the calculation of the Black Scholes Consideration Value), 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 for such securities will be the arithmetic average of the VWAPs
of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock,
Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the
Company is the surviving entity (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible
Security, but not for the purpose of the calculation of the Black Scholes Consideration Value), 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, Options or Convertible Securities, as the case may be. The fair value of any consideration other
than cash or publicly traded securities (for the purpose of determining the consideration paid for such Common Stock, Option or
Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be determined jointly
by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event
requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within
five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly
selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent
manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 






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(v) Record Date. If
the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase
shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or purchase (as the case may be).


 


(c) [Intentionally Omitted.]


 


(d) Holder’s Right
of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities. In addition to and not in limitation
of the other provisions of this Section 2, if the Company in any manner issues or sells any Options or Convertible Securities (any
such securities, “Variable Price Securities”) after the Issuance Date that are convertible into or exchangeable
or exercisable for shares of Common Stock at a price which varies or may vary with the market price of the Common Shares, including
by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions
(such as share splits, share combinations, share dividends and similar transactions, as well as weighted average or full ratchet
anti-dilution provisions) (each of the formulations for such variable price being herein referred to as, the “Variable
Price”), the Company shall provide written notice thereof via facsimile and overnight courier to the Holder on the date
of issuance of such Convertible Securities or Options. From and after the date the Company issues any such Convertible Securities
or Options with a Variable Price, the Holder shall have the right, but not the obligation, in its sole discretion to substitute
the Variable Price for the Exercise Price upon exercise of this Warrant by designating in the Exercise Notice delivered upon any
exercise of this Warrant that solely for purposes of such exercise the Holder is relying on the Variable Price rather than the
Exercise Price then in effect. The Holder’s election to rely on a Variable Price for a particular exercise of this Warrant
shall not obligate the Holder to rely on a Variable Price for any future exercises of this Warrant.


 


(e) Adjustment Upon Market
Price Decrease. If at any time on or after the date hereof and prior to [•], 2015 [Insert 1 Year Following Closing],
the Company effects a reverse stock split and 125% of the closing Market Price of the Common Stock during any three (3) consecutive
Trading Days after the effective date of the reverse stock split is less than the Initial Per Share Offering Price, as such amount
shall be adjusted for stock splits, stock dividends and other similar events, then the Exercise Price shall be reduced to 125%
of the amount of the lowest closing Market Price of the Common Stock during such three- Trading Day period (the “Adjusted
Per Share Offering Price”) ; provided, that in no event shall the Adjusted Per Share Offering Price be reduced to an
amount that is less than 80% of the Exercise Price. This adjustment, if any, shall only be effected after the first reverse stock
split effected after the date hereof.


 


(f) Other Events.
In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable,
or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the
provisions of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of
stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors
shall in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if
applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(f) will increase
the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further
that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution,
then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally
recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses
shall be borne by the Company.


 






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(g) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


3. RIGHTS UPON DISTRIBUTION OF ASSETS. In addition
to any adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution of its
assets (or rights to acquire its assets) to 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”), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein 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
Maximum Percentage) immediately before the date on which a record is taken for such Distribution, 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 participation in such Distribution
(provided, however, to the extent that the Holder’s right to participate in any such Distributions would result in the Holder
exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (or
the beneficial ownership of any such shares of Common Stock as a result of such Distribution to such extent) and such Distribution
to such extent shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not
result in the Holder exceeding the Maximum Percentage).


 


4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS; MARKET
STAND-OFF.


 


(a) Purchase Rights.
In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells pro rata to all
of the record holders of any class of shares of Common Stock any Options, Convertible Securities or rights to purchase stock, warrants,
securities or other property (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 Maximum Percentage) 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 Maximum
Percentage, 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
Maximum Percentage).


 






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(b) Fundamental Transactions.
Upon the consummation of a Fundamental Transaction, the registered holder shall have the right thereafter to receive, upon exercise
of the Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence
of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of
Warrant Shares then issuable upon exercise in full of the Warrant without regard to any limitations on exercise contained in the
Warrant. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation
thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other
appropriate corporation or person shall assume the Warrant and the obligation to deliver to the registered holder may be entitled
to receive, and the other obligations under the Warrant.


 


(c) Market Stand-off.
The Company will not, for a period of three months from the date of this Agreement, without the prior written consent of the holders
of a majority of the outstanding Warrants, directly or indirectly, offer, sell, assign, transfer, pledge, contract to sell, or
otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock,
other than (1) the Company’s sale of the Securities hereunder, (2) the issuance of Common Stock, options to acquire Common
Stock or other equity awards pursuant to the Company’s employee benefit plans (including a 401(k) plan), qualified stock
option plans or other employee compensation plans , (3) the issuance of Common Stock upon the valid exercises, vesting or settlements
of options, warrants or rights outstanding on the date hereof, and (4) the issuance of Common Stock or securities convertible into
or exchangeable for shares of Common Stock in connection with an acquisition or strategic transaction directly to a seller party
to such transaction as part of the purchase price.


 


5. NONCIRCUMVENTION. The Company hereby covenants
and agrees that the Company will not, by amendment of its certificate 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 take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable 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 maximum 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).


 






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6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except
as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights
of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled
to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing
any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the
Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the
Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.


 


7. REISSUANCE OF WARRANTS.


 


(a) Transfer of Warrant.
If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request,
representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number
of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder
representing the right to purchase the number of Warrant Shares not being transferred.


 


(b) Lost, Stolen or Mutilated
Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as such
evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary
and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute
and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares
then underlying this Warrant.


 






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(c) Exchangeable for Multiple
Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for
a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant
Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant
Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common
Stock shall be given.


 


(d) Issuance of New Warrants.
Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of
like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant
Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the
Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants
issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall
have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have
the same rights and conditions as this Warrant.


 


9. NOTICES. Whenever notice is required to be given
under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9.1 of the Underwriting
Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including
in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the
Company will give written notice to the Holder (i) promptly upon each adjustment of the Exercise Price and the number of Warrant
Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15)
days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution
upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to
vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10)
Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously
file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly understood and agreed that the time of
execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 


10. AMENDMENT AND WAIVER. Except as otherwise provided
herein, the provisions of this Warrant (other than Section 1(f)) 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, only if the Company has obtained the written consent of the Holder.
No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.


 






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11. SEVERABILITY. If any provision of this Warrant
is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision
that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would
be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in
question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization
of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace
the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible
to that of the prohibited, invalid or unenforceable provision(s).


 


12. 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. The Company hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against
the Company in any other jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other
court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 


13. CONSTRUCTION; HEADINGS. This Warrant shall be
deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof.
The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this
Warrant.


 






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14. DISPUTE RESOLUTION. In the case of a dispute
as to the determination of the Exercise Price, the Closing Bid Price, the Closing Sale Price or fair market value or the arithmetic
calculation of the number of Warrant Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the
disputed determinations or arithmetic calculations (as the case may be) via facsimile (i) within two (2) Business Days after receipt
of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may be) or (ii) if no notice gave
rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute (including, without
limitation, as to whether any issuance or sale or deemed issuance or sale was an issuance or sale or deemed issuance or sale of
Excluded Securities). If the Holder and the Company are unable to agree upon such determination or calculation (as the case may
be) of the Exercise Price, the Closing Sale Price or fair market value or the number of Warrant Shares (as the case may be) within
three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder (as
the case may be), then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed determination of the
Exercise Price, the Closing Bid Price, the Closing Sale Price or fair market value (as the case may be) to an independent, reputable
investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the number of
Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank
or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify the Company
and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations
(as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall
be binding upon all parties absent demonstrable error.


 


15. REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES
AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available
under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing
herein shall limit the right of the Holder to pursue actual and consequential damages for any failure by the Company to comply
with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument
other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like
(and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein,
be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required. The Company shall provide all information and documentation to the
Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions
of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for
shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any
issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent
on its behalf.


 






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16. TRANSFER. This Warrant may be offered for sale,
sold, transferred or assigned without the consent of the Company.


 


17. CERTAIN DEFINITIONS. For purposes of this Warrant,
the following terms shall have the following meanings:


 


(a) “Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance
or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock (other than rights of the type described
in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the Company in connection with,
or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar
rights).


 


(b) “Approved Stock
Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent
to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any
employee, officer or director for services provided to the Company in their capacity as such.


 


(c) “Bid Price”
means, for any security as of the particular time of determination, the bid price for such security on the Principal Market as
reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange or
trading market for such security, the bid price of such security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the
bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg
as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination,
the average of the bid prices of any market makers for such security as reported in the “pink sheets” by OTC Markets
Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for a security as
of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section
14. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.


 


(d) “Black Scholes
Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case
may be) as of the date of issuance thereof calculated using (x) if on or prior to the six month anniversary of the Issuance Date,
the greater of the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, as a put option
or a call option, or (y) if after the six month anniversary of the Issuance Date, the Black Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg as a call option, in each case, utilizing (i) an underlying price per share equal
to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution
of definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security
or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as
the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 100 day volatility
obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately
following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).


 






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(e) “Bloomberg”
means Bloomberg, L.P.


 


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


 


(g) “Closing Bid
Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York City
time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such
security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing
bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid Price or the Closing
Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the
Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually determined by
the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved in accordance with the procedures in Section 14. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


(h) “Common Stock”
means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock into which such common
stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(i) “Convertible
Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any
shares of Common Stock.


 






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(j) “Eligible Market”
means The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital
Market, the OTCQB or the Principal Market.


 


(k) “Excluded Securities”
means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees of the
Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking
into account the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (i)
do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately prior to the date hereof
and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares
issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that
adversely affects any of the holders of Warrants; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible
Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by
clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Convertible Securities (other
than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above)
is not lowered through the amendment or waiver of such Convertible Security, none of such Convertible Securities (other than standard
options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to
increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other
than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above)
are otherwise materially changed in any manner that adversely affects any of the holders of Warrants; (iii) the shares of Common
Stock issuable upon exercise of the Warrants; and (iv) securities issuable in connection with strategic license agreements and
other partnering arrangements where the purchaser or acquirer of the securities in such issuance solely consists of (A) either
(x) the actual participants in such strategic license, strategic alliance, strategic partnership or other partnering arrangements,
(y) the actual owners of such assets or securities acquired in such acquisition or merger or (z) the stockholders, partners or
members of the foregoing Persons and (B) number or amount of securities issued to such Person by the Company shall not be disproportionate
(as determined in good faith by the Board of Directors of the Company) to either (x) the fair market value of such Person’s
actual contribution to such strategic alliance or strategic partnership or (y) the proportional ownership of such assets or securities
to be acquired by the Company, as applicable; provided, that, notwithstanding the foregoing, such purchaser or acquirer of the
securities in such issuance shall not include any person regularly engaged in the business of buying or selling securities.


 


(l) “Expiration
Date” means the date that is the fifth anniversary of the Issuance Date or, if such date falls on a day other than a
Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that
is not a Holiday


 






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(m) “Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related
transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation)
any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its
respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares
of Voting Stock of the Company 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), or (4) consummate a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other
Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including
any shares of Voting Stock of the Company 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), or (5) (I) reorganize,
recapitalize or reclassify the Common Stock, (II) effect or consummate a stock combination, reverse stock split or other similar
transaction involving the Common Stock or (III) make any public announcement or disclosure with respect to any stock combination,
reverse stock split or other similar transaction involving the Common Stock (including, without limitation, any public announcement
or disclosure of (x) any potential, possible or actual stock combination, reverse stock split or other similar transaction involving
the Common Stock or (y) board or stockholder approval thereof, or the intention of the Company to seek board or stockholder approval
of any stock combination, reverse stock split or other similar transaction involving the Common Stock) (for the avoidance of doubt,
this subsection (5) shall not include any forward splits or dividends on the Common Stock), or (ii) any “person” or
“group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations
promulgated thereunder) 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 Voting Stock of the
Company.


 


(n) “Initial Per
Share Offering Price” means $_____.


 


(m) “Market Price”
means, as of any Exercise Date, the lower of (i) [70]% of the VWAP of the Common Stock on the Trading Day immediately prior to
such Exercise Date, (ii) the price which shall be computed as [70]% of the quotient of (I) the sum of the VWAPs of the Common Stock
of each Trading Day during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately prior to
such Exercise Date, divided by (II) ten (10) and (iii) the lowest Bid Price of the Common Stock at any time during the Trading
Day on such Exercise Date.


 


(o) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 






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(p) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


 


(q) “Principal Market”
means the OTC Bulletin Board.


 


(r) “Subsidiary”
means any Person in which the Company, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity
or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of
such Person, and all of the foregoing.


 


(s) “Trading Day”
means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading
market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded,
provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange
or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on
such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange
or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day
in writing by the Holder.


 


(t) “Voting Stock”
of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the general voting
power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees of such Person
(irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by
reason of the happening of any contingency).


 


(u) “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or,
if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities
market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not
apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average
of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in
the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If VWAP cannot be calculated for such security
on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved in accordance with the procedures in Section 14. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


[signature page follows]








 






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IN WITNESS WHEREOF, the Company has
caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


	 	EFLEETS CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 






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EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


EFLEETS CORPORATION


 


The undersigned holder hereby exercises
the right to purchase of the shares of Common Stock (“Warrant Shares”) of eFleets Corporation, a Nevada corporation
(the “Company”), evidenced by Warrant to Purchase Common Stock No. (the “Warrant”). Capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


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


 


o
a “Cash Exercise” with respect to
              Warrant Shares; and/or


 


o
a “Cashless Exercise” with respect to
                  Warrant Shares,
resulting in a delivery obligation by the Company to the Holder of                  shares of Common Stock representing the applicable Net
Number, subject to adjustment.


 


2.
Cashless Exercise Adjustment. Check if applicable: o


 


The Holder hereby notifies the Company that the Holder has previously
delivered the Exercise Notice(s) attached hereto as Schedule I for Cashless Exercise.


 


As the applicable Net Number has changed since the time of delivery
of such Exercise Notice(s):


 


Check if applicable:


 


		o	The
Company’s delivery obligation to the Holder with respect to such Exercise Notice(s), in the aggregate, should be adjusted
to                      
shares of Common Stock.



 


		o	Due
to the application of Section 1(f) of the Warrant, the number of Warrant Shares of this Warrant to be exercised, with respect
to such Exercise Notice(s), in the aggregate, was automatically reduced to               
, Warrant Shares, resulting in a delivery obligation by the Company to the Holder of              
shares of Common Stock representing the applicable Net Number.



 






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  3. 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 Warrant.




 


4. Delivery of Warrant Shares. The
Company shall deliver to Holder, or its designee or agent as specified below, Warrant Shares in accordance with the terms of the
Warrant. Delivery shall be made to Holder, or for its benefit, to the following address:


 


	Date: , 	 
	Name of Registered Holder	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 









 






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EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby acknowledges this Exercise
Notice and hereby directs to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions
dated , 20 , from the Company and acknowledged and agreed to by


.


 


	 	EFLEETS CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 









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EXHIBIT B


 


Warrant Agent Fees


 


Monthly Maintenance Fee


 


Our monthly maintenance fee is calculated based upon the number
of record shareholders per class or series of Warrants:


 


		°	Monthly Maintenance of 1-99 Registered Holder	$99 per month



		°	Monthly Maintenance of 100-200 Registered Holder	$150 per month



		°	Monthly Maintenance of 200-300 Registered Holder	$299 per month



		°	Monthly Maintenance of 300-500 Registered Holder	$399 per month



		°	Monthly Maintenance of 500+ Registered Holder	$749 per month



 


Service Fees


 


The following are a sample of services provided on a per transaction
fee basis as set forth below:


 


		°	Per Warrant Exercise	$45.00



		°	Issuance Per Warrant	$35.00



		°	Replacement of Lost or Stolen Warrant	$50.00 (paid by Registered Holder)



		°	Lost Registered Holder search (if needed)	$5.00 per Registered Holder per search



		°	Escheatment (if needed)	$50.00 per Registered Holder



 


Other Costs and Excluded Services


 


The company will be billed separately
at cost for certain out-of-pocket expenses such as postage and courier fees.


 






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