Exhibit 4.2


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED
UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH
REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE
IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.


 


AN INVESTMENT IN THESE SECURITIES INVOLVES
A HIGH DEGREE OF RISK. HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.


 


	Warrant to Purchase	 
	________ shares	Warrant Number _____


 


Amended and Restated Warrant to Purchase
Common Stock


of


VirtualScopics, Inc.


 


Date of Amendment and Restatement: April
3, 2012


 


           THIS
CERTIFIES that ________________, a ______________, or any subsequent holder hereof (“Holder”) has the right
to purchase from VirtualScopics, Inc., a Delaware corporation, (the “Company”), up to ______________
(_____________) fully paid and nonassessable shares, of the Company's common stock, $0.001 par value per share (“Common
Stock”), subject to adjustment as provided herein, at a price equal to the Exercise Price as defined in Section 3 below,
at any time during the Term (as defined below).


 


           Holder
agrees with the Company that this Warrant to Purchase Common Stock of the Company (this “Warrant” or this “Agreement”)
is issued and all rights hereunder shall be held subject to all of the conditions, limitations and provisions set forth herein.


 


           1.           Date
of Issuance and Term.


 


           This
Warrant shall be deemed to be issued on September 17, 2007 (“Date of Issuance”). The term of this Warrant begins
on the Date of Issuance and ends at 5:00 p.m., New York City time, on the date that is seven (7) years after the Date of
Issuance (the “Term”). This Warrant amends, supplements, modifies and completely restates and supersedes the
Warrant (the “Existing Warrant”) dated as of the Date of Issuance, issued by the Company to the Holder. The
Existing Warrant was issued in conjunction with the issuance of Series B Preferred Stock of the Company (“the “Preferred
Stock”) to the Holder pursuant to the terms of the Securities Purchase Agreement, dated September 12, 2007 (“Securities
Purchase Agreement”), the Certificate of Designation of Rights and Preferences of the Company’s Series B Convertible
Preferred Stock (the “Certificate of Designation”) and the Registration Rights Agreement (“Registration
Rights Agreement”) by and between the Company and Holder dated on or about September 12, 2007.


 



    	 



    	 



    

 


Notwithstanding anything
to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the extent
that, the number of shares of Common Stock to be issued to Holder upon such Exercise (as defined in Section 2(a)), when added to
the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including
any other warrants or securities of Holder’s having a provision substantially similar to this paragraph) at the time of such
Exercise, would exceed 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon Exercise of this Warrant held by the Holder,
as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Beneficial Ownership Limitation”).
The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Exercise includes a signed representation
by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Limitation, and the Company shall
not be entitled to require additional documentation of such satisfaction.


 


Notwithstanding the
above, in the event that the Company receives any purchase, tender or exchange offer or any offer to enter into a merger with another
entity whereby the Company shall not be the surviving entity (an “Offer”), then the Maximum Percentage shall
be increased (but not decreased) to 9.99%, and “4.99%” shall be automatically revised immediately after such offer
to read “9.99%” each place it occurs in this Section 1. The Beneficial Ownership Limitation provisions of this Section
1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company,
to change the Beneficial Ownership Limitation to any amount not in excess of 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of this Warrant held by the
Holder and the Beneficial Ownership Limitation shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership
Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by
such Holder, provided that, if an Event of Default occurs, thereafter the Beneficial Ownership Limitation provisions of this Section
1 may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company,
to change the Maximum Percentage to any other percentage (and not limited to 9.99%) of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon Exercise of the Warrants held by the
Holder and the provisions of this Section 1 shall continue to apply. The limitations on Exercise set forth in this subsection are
referred to as the “Beneficial Ownership Limitations.” The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 1 to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to
make changes or supplements necessary or desirable to properly give effect to such limitation.


 



    	2



    	 



    

 


Notwithstanding the
above, Holder shall retain the option to either Exercise or not Exercise its option(s) to acquire Common Stock pursuant to the
terms hereof after an Offer, and, in the event of a cash Exercise following a tender offer, the Exercise Price per share that would
otherwise be due shall instead be offset against the tender price per share to be received by the Holder, provided, however, that
in the event a tender offer is not completed, Holder, at its option may either (i) complete any Exercise that was initiated after
the Offer by promptly paying to the Company the Exercise Price that would have been due at the time the Warrant was Exercised,
or (ii) cancel such Exercise by providing written notice to the Company, in which case such Exercise shall be deemed void ad initio.


 


Maximum Exercise
of Rights. In the event the Holder notifies the Company that the Exercise of the rights described herein would result in the
issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Holder calculated
in the manner described above, then the issuance of such additional shares of Common Stock of the Company to such Holder will be
deferred in whole or in part until such time as such Holder is able to beneficially own such Common Stock without exceeding the
maximum amount calculated in the manner described herein. The determination of when such Common Stock may be issued shall be made
by each Holder as to only such Holder.


 


           2.           Exercise.


 


(a) Manner of Exercise.
 During the Term and at any time on or after the Shareholder Issuance Vote (as defined in the Securities Purchase Agreement)
and the effective date of the written consents given therefor, but in any event at any time after the Shareholder Issuance Approval
Deadline (as defined in the Securities Purchase Agreement) this Warrant may be Exercised as to all or any lesser number of full
shares of Common Stock covered hereby (the “Warrant Shares” or the “Shares”) upon surrender
of this Warrant, with the Notice of Exercise Form attached hereto as Exhibit A (the “Notice of Exercise”)
duly completed and executed, together with the full Exercise Price (as defined below, which may be satisfied by either a Cash Exercise
or a Cashless Exercise, as each is defined below) for each share of Common Stock as to which this Warrant is Exercised, at the
office of the Company, VirtualScopics, Inc.; 500 Linden Oaks, Rochester, NY 14625; Phone: 585-249-6231, Fax: 585-218-7350,
or at such other location as the Company may then be located or such other office or agency as the Company may designate in writing,
by overnight mail, by facsimile (such surrender and payment of the Exercise Price hereinafter called the “Exercise”
of this Warrant). In the case of a Cashless Exercise, the Exercise Price is deemed to have been delivered upon the Holder’s
deliver of a Notice of Exercise to the Company.


           


(b) Date of Exercise.
The “Date of Exercise” of the Warrant shall be defined as the date that a copy of the Notice of Exercise
Form attached hereto as Exhibit A, completed and executed, is sent by facsimile to the Company, provided that the original Warrant
and Notice of Exercise Form are received by the Company and the Exercise Price is satisfied within 1 Business Day thereafter or
else the Date of Exercise shall be deemed the Business Day that the Notice of Exercise Form, Original Warrant and Exercise Price
are received by the Company. Alternatively, the Date of Exercise shall be defined as the date the original Notice of Exercise Form,
Original Warrant and Exercise Price are received by the Company, if Holder has not sent advance notice by facsimile. Upon
delivery of the Date of Exercise, 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.  The Company shall deliver any objection to any Notice of Exercise within three (3) Business Days
of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative
in the absence of manifest error.


 



    	3



    	 



    

 


(c) Delivery of
Common Stock Upon Exercise. Within 3 Trading Days from the delivery to the Company of the Notice of Exercise, surrender of
this Warrant and payment of the aggregate Exercise Price (which, in the case of a Cashless Exercise, shall be deemed to have been
paid upon the submission by the Holder of a Notice of Exercise)(the “Warrant Shares Delivery Deadline”), the
Company shall issue and deliver (or cause its transfer agent so to issue and deliver) in accordance with the terms hereof to or
upon the order of the Holder that number of shares of Common Stock (“Exercise Shares”) for the portion of this
Warrant converted as shall be determined in accordance herewith. Upon the Exercise of this Warrant or any part thereof, the Company
shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure
that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as
designated by Holder and in such denominations to be specified at Exercise representing the number of shares of Common Stock issuable
upon such Exercise. The Company warrants that no instructions other than these instructions have been or will be given to the transfer
agent of the Company's Common Stock.


 


(d) (Omitted) 


 


(e) (Omitted) 


 


(f) Revocation
of Exercise Upon Delivery Failure. In addition to any other remedies which may be available to the Holder, in the event
that the Company fails for any reason to effect delivery of the Exercise Shares by the Warrant Shares Delivery Deadline, the Holder
will be entitled to revoke all or part of the relevant Notice of Exercise by delivery of a notice to such effect to the Company
whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of
such notice.


 


(g) Legends.


 


(i) Restrictive
Legend. The Holder understands that the Warrant and, until such time as Exercise Shares have been registered under the 1933
Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to Rule 144 or Rule 144(k) under the
1933 Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the
Exercise Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against
transfer of the certificates for such securities):


 



    	4



    	 



    

 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO COUNSEL TO
THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.”


 


(ii) Removal of
Restrictive Legends. Certificates evidencing the Exercise Shares shall not contain any legend restricting the transfer thereof
(including the legend set forth above in subsection 2(g)(i)): (i) following resale of such shares while a registration statement
(including the Registration Statement, as defined in the Registration Rights Agreement) covering the resale of such security is
effective under the Securities Act, or (ii) following any sale of such Exercise Shares pursuant to Rule 144, or (iii) if such Exercise
Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission) (collectively, the “Unrestricted
Conditions”). The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent promptly
after the Effective Date (as defined below) of the Registration Statement if required by the Company’s transfer agent to
effect the sale of Exercise Shares by Holder without a restrictive legend or removal of the legend hereunder. If the Unrestricted
Conditions are met at the time of issuance or resale of Exercise Shares, then such Exercise Shares shall be issued free of all
legends and Holder submits proof and proper documentation satisfactory to the Company and its transfer agent to the conditions
in this Section 2(g). The Company agrees that following the Effective Date or at such time as the Unrestricted Conditions are met
or such legend is otherwise no longer required under this Section 2(g), it will, no later than three (3) Trading Days following
the delivery by the Holder to the Company or the Company’s transfer agent of a certificate representing Exercise Shares,
as applicable, issued with a restrictive legend and proof and proper documentation satisfactory to the Company and its transfer
agent to the conditions in this Section 2(g), deliver or cause to be delivered to such Holder a certificate (or electronic transfer)
representing such shares that is free from all restrictive and other legends. For purposes hereof, “Effective Date”
shall mean the date that the Registration Statement that the Company is required to file pursuant to the Registration Rights Agreement
has been declared effective by the Securities and Exchange Commission (the “Commission”).


 


(iii) Sale of Unlegended
Shares. Holder agrees that the removal of the restrictive legend from certificates representing Securities as set forth in
this Section 2(g)(i) above is predicated upon the Company’s reliance that the Holder will sell any Exercise Shares pursuant
to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an
exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with
the plan of distribution set forth therein.


 



    	5



    	 



    

 


(h) Cancellation
of Warrant. This Warrant shall be canceled upon the full Exercise of this Warrant, and, as soon as practical after the Date
of Exercise, Holder shall be entitled to receive Common Stock for the number of shares purchased upon such Exercise of this Warrant,
and if this Warrant is not Exercised in full, Holder shall be entitled to receive a new Warrant (containing terms identical to
this Warrant) representing any unexercised portion of this Warrant in addition to such Common Stock.


 


(i) Holder of Record.
Each person in whose name any Warrant for shares of Common Stock is issued shall, for all purposes, be deemed to be the Holder
of record of such shares on the Date of Exercise of this Warrant, irrespective of the date of delivery of the Common Stock purchased
upon the Exercise of this Warrant. Nothing in this Warrant shall be construed as conferring upon Holder any rights as a stockholder
of the Company.


 


(j) Delivery
of Electronic Shares. In lieu of delivering physical certificates representing the unlegended shares
of Common Stock issuable upon Exercise (the “Unlegended Shares”), provided
the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer (“FAST”) program, upon written request of the Holder, so long as the certificates therefor do
not bear a legend, are not required to bear a legend, and the Holder is not obligated to return such certificate for the placement
of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares to the Holder
by crediting the account of the Holder's prime broker with DTC identified in the written request through its Deposit Withdrawal
Agent Commission (“DWAC”) system.


 


(k) Buy-In.
In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder
a certificate or certificates representing the Exercise Shares pursuant to an Exercise on or before the fifth (5th)
Business Day after the Warrant Shares Delivery Deadline (other than for circumstances related to an outbreak of hostilities, terrorist
activities or war, the effects of weather or meteorological events, acts of God or other calamity or crisis), and if after such
date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Exercise Shares which
the Holder anticipated receiving upon such Exercise (a “Buy-In”), then the Company shall (1) pay in cash to
the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares
of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Exercise Shares that the Company
was required to deliver to the Holder in connection with the Exercise at issue times (B) the price at which the sell order giving
rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant
and equivalent number of Exercise Shares for which such Exercise was not honored or deliver to the Holder the number of shares
of Common Stock that would have been issued had the Company timely complied with its Exercise and delivery obligations hereunder.
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted Exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide
the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations
and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon Exercise
of the Warrant as required pursuant to the terms hereof.


 



    	6



    	 



    

 


(l) Surrender of
Warrant Upon Exercise; Book-Entry. Notwithstanding anything to the contrary set forth herein, upon Exercise of this Warrant
in accordance with the terms hereof, the Holder shall not be required to physically surrender the original Warrant Certificate
to the Company unless all of this Warrant is Exercised, in which case such Holder shall deliver the original Warrant being Exercised
to the Company within one (1) Business Day following the Date of Exercise at issue. Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder
and the Company shall maintain records showing the amount of this Warrant that is so Exercised and the dates of such Exercises
or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender
of this original Warrant upon each such Exercise. In the event of any dispute or discrepancy, such records of the Company shall
be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on
the face hereof.


 


           3.           Payment
of Warrant Exercise Price.


 


(a) Exercise Price.
The Exercise Price (“Exercise Price”) shall initially equal $1.2043 per share (the “Initial Exercise
Price”), subject to adjustment pursuant to the terms hereof, including but not limited to Section 5 below.


 


           Payment
of the Exercise Price may be made by either of the following, or a combination thereof, at the election of Holder:


 


(i)     Cash
Exercise: The Holder may exercise this Warrant in cash, bank or cashiers check or wire transfer (a “Cash
Exercise”); or


 


(ii)    Cashless
Exercise: The Holder, at its option, may exercise this Warrant in a cashless exercise transaction. In order to effect
a Cashless Exercise, the Holder shall surrender of this Warrant at the principal office of the Company together with notice
of cashless election, in which event the Company shall issue Holder a number of shares of Common Stock computed using the following
formula (a “Cashless Exercise”):


 



    	7



    	 



    

 


X = Y (A-B)/A


 


where:    X
= the number of shares of Common Stock to be issued to Holder.


 


Y
= the number of shares of Common Stock for which this Warrant is being Exercised.


 


A = the Market Price of one (1)
share of Common Stock (for purposes of this Section 3(ii), where “Market Price,” as of any date, means the Volume
Weighted Average Price (as defined herein) of the Company’s Common Stock during the five (5) consecutive trading day
period immediately preceding the date of Exercise, or other applicable date.


 


B
= the Exercise Price.


 


As used herein,
the “Volume Weighted Average Price” or “VWAP” for any security as of any date means the volume
weighted average sale price on the Over the Counter Electronic Bulletin Board (the “OTC-BB”) as reported by,
or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service mutually acceptable to
and hereafter designated by holders of a majority in interest of the Warrants and the Company (“Bloomberg”)
or, if the OTC-BB is not the principal trading market for such security, the volume weighted average sale price of such security
on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or, if
no volume weighted average sale price is reported for such security, then the last closing trade price of such security as reported
by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any
market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc.
If the Volume Weighted Average Price cannot be calculated for such security on such date in the manner provided above, the volume
weighted average price shall be the fair market value as mutually determined by the Company and the holders of a majority in interest
of the Warrants being Exercised for which the calculation of the volume weighted average price is required in order to determine
the Exercise Price of such Warrants. “Trading Day” shall mean any day on which the Common Stock is traded for
any period on the OTC-BB, or on the principal securities exchange or other securities market on which the Common Stock is then
being traded.


 


For
purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable
upon Exercise of this Warrant in a cashless Exercise transaction shall be deemed to have been acquired at the time this Warrant
was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon Exercise
of this Warrant in a cashless Exercise transaction shall be deemed to have commenced on the date this Warrant was issued.


 



    	8



    	 



    

 


(b)
Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price or the arithmetic
calculation of the number of Warrant Shares issuable upon any exercise of this Warrant, the Company shall promptly issue to the
Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with this subsection. In the case
of a dispute as to the determination of the closing price or the Volume Weighted Average Price of the Company’s Common Stock
or the arithmetic calculation of the Exercise Price, or Market Price, the Company shall submit the disputed determinations or arithmetic
calculations via facsimile within five (5) Business Days of receipt, or deemed receipt, of the Notice of Exercise or Redemption
Notice or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable
to agree upon such determination or calculation within five (5) Business Days of such disputed determination or arithmetic calculation
being submitted to the Holder, then the Company shall, within five (5) Business Days submit via facsimile (i) the disputed determination
of the closing price or the Volume Weighted Average Price of the Company’s Common Stock to an independent, reputable investment
bank selected by the Company and approved by the Holder, which approval shall not be unreasonably withheld, (ii) the disputed arithmetic
calculation of the Exercise Price, or Market Price to the Company’s independent, outside accountant or (iii) the disputed
facts regarding any other matter referred to above that is not expressly designated to the independent investment bank or the independent
outside accountant pursuant to (i) or (ii) immediately above to an expert attorney from a nationally recognized outside law firm
(having at least 100 attorneys and having with no prior relationship with the Company) selected by the Company and approved by
the Holder. The Company shall request that the investment bank or the accountant, law firm, or other expert, as the case may be,
to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business
Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s
or law firm’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 


           4.           Transfer
and Registration.


 


(a) Transfer
Rights. Subject to the provisions of Section 8 of this Warrant, this Warrant may be transferred on the books of the Company,
in whole or in part, in person or by attorney, upon surrender of this Warrant properly completed and endorsed. This Warrant shall
be canceled upon such surrender and, as soon as practicable thereafter, the person to whom such transfer is made shall be entitled
to receive a new Warrant or Warrants as to the portion of this Warrant transferred, and Holder shall be entitled to receive a new
Warrant as to the portion hereof retained.


 


(b) Registrable
Securities. The Common Stock issuable upon the Exercise of this Warrant has registration rights pursuant to that certain Registration
Rights Agreements between the Company and the Holder dated the Date of Issuance.


 


           5.           Anti-Dilution
Adjustments; Additional Adjustments; Purchase Rights.


 


(a)   (Omitted).


 



    	9



    	 



    

 


(b)   Recapitalization
or Reclassification. If the Company shall at any time effect a recapitalization, reclassification or other similar transaction
of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or smaller number of
shares, then upon the effective date thereof, the number of shares of Common Stock which Holder shall be entitled to purchase upon
Exercise of this Warrant shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease
in the number of shares of Common Stock by reason of such recapitalization, reclassification or similar transaction, and the Exercise
Price shall be, in the case of an increase in the number of shares, proportionally decreased and, in the case of decrease in the
number of shares, proportionally increased. The Company shall give Holder the same notice it provides to holders of Common Stock
of any transaction described in this Section 5(b).


 


(c) Exercise Price
Adjusted. As used in this Warrant, the term “Exercise Price” shall mean the purchase price per share specified
in Section 3 of this Warrant, until the occurrence of an event stated in this Section 5 or otherwise set forth in this Warrant,
and thereafter shall mean said price as adjusted from time to time in accordance with the provisions of said subsection. No such
adjustment under this Section 5 shall be made unless such adjustment would change the Exercise Price at the time by $.01 or more;
provided, however, that all adjustments not so made shall be deferred and made when the aggregate thereof would change the Exercise
Price at the time by $.01 or more. No adjustment made pursuant to any provision of this Section 5 shall have the net effect of
increasing the Exercise Price in relation to the split adjusted and distribution adjusted price of the Common Stock.


 


(d) Adjustments:
Additional Shares, Securities or Assets. In the event that at any time, as a result of an adjustment made pursuant to this
Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become entitled to receive shares and/or other securities
or assets (other than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed
to refer to and include such shares and/or other securities or assets; and thereafter the number of such shares and/or other securities
or assets shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the
provisions of this Section 5.


 


(e)   (Omitted)


 


(f)   (Omitted).


 


(g)   (Omitted).


 


(h)   (Omitted).


 


(i) Subdivision
or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater number of shares,
then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced and the number of shares represented by this Warrant shall proportionally increase. If the Company
at any time combines (by reverse stock split, recapitalization, reorganization, reclassification or otherwise) the shares of Common
Stock acquirable hereunder into a smaller number of shares, then, after the date of record for effecting such combination, the
Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of shares represented
by this Warrant shall proportionally decrease.


 



    	10



    	 



    

 


(j)   (Omitted).


 


(k) Adjustment
to Number of Shares. In the event of any adjustment to the Exercise Price pursuant to the terms of this Warrant, the number
of Warrant Shares issuable upon Exercise of this Warrant shall be adjusted (except as otherwise provided in Section 5(b) or (i))
such that the aggregate Exercise Price payable in a full Cash Exercise hereunder, after taking into account the decrease in the
Exercise Price, shall be equal to the aggregate Exercise Price payable in a full Cash Exercise prior to such adjustment, and the
number of Warrant Shares issuable in a Cashless Exercise shall be adjusted accordingly.


 


(l) Notice
of Adjustments. Whenever the Exercise Price is adjusted pursuant to the terms of this Warrant, the Company shall within Five
(5) Business Days mail to the Holder a notice (a “Exercise Price Adjustment Notice”) setting forth the Exercise
Price after such adjustment and setting forth a statement of the facts requiring such adjustment. The Company shall, upon the written
request at any time of the Holder, furnish to such Holder a like Warrant setting forth (i) such adjustment or readjustment, (ii)
the Exercise Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities
or property which at the time would be received upon Exercise of the Warrant, following delivery of the original Warrant to the
Company for exchange. For purposes of clarification, whether or not the Corporation provides an Exercise Price Adjustment Notice
pursuant to this Section 5(l), upon the occurrence of any event that leads to an adjustment of the Exercise Price, the Holders
are entitled to receive a number of Exercise Shares based upon the new Exercise Price, as adjusted, for exercises occurring on
or after the date of such adjustment, regardless of whether a Holder accurately refers to the adjusted Exercise Price in the Notice
of Exercise.


 


(m) Notice
to Holder. If (A) the Company shall declare a dividend (or any other
distribution in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a
redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants
to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of
the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which
the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause
to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 10 calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights
or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such
notice. The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective
date of the event triggering such notice.


 



    	11



    	 



    

 


(n) (Omitted).


 


           6.           Fractional
Interests.


 


           No
fractional shares or scrip representing fractional shares shall be issuable upon the Exercise of this Warrant, but on Exercise
of this Warrant, Holder may purchase only a whole number of shares of Common Stock. If, on Exercise of this Warrant, Holder would
be entitled to a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, such fractional share
shall be disregarded and the number of shares of Common Stock issuable upon Exercise shall be the next closest number of whole
shares.


 


           7.           Reservation
of Shares.


 


           From
and after the date hereof, the Company shall at all times reserve for issuance such number of authorized and unissued shares of
Common Stock (or other securities substituted therefor as herein above provided) as shall be sufficient for the Exercise of this
Warrant and payment of the Exercise Price in full without regard to any Beneficial Ownership Limitation. If at any time the number
of shares of Common Stock authorized and reserved for issuance is below the number of shares sufficient for the Exercise of this
Warrant (based on the Exercise Price in effect from time to time), the Company will use commercially reasonable efforts to authorize
and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize
additional shares to meet the Company's obligations under this Section 7, in the case of an insufficient number of authorized
shares, and using its commercially reasonable efforts to obtain stockholder approval of an increase in such authorized number of
shares. The Company covenants and agrees that upon the Exercise of this Warrant, all shares of Common Stock issuable upon such
Exercise shall be duly and validly issued, fully paid, nonassessable and not subject to liens.


 


           8.           Restrictions
on Transfer.


 


(a) Registration
or Exemption Required. This Warrant has been issued in a transaction exempt from the registration requirements of the Act by
virtue of Regulation D and exempt from state registration under applicable state laws. The Warrant and the Common Stock issuable
upon the Exercise of this Warrant may not be transferred, sold or assigned except pursuant to an effective registration statement
or an exemption to the registration requirements of the Act and applicable state laws.


 



    	12



    	 



    

 


(b) Assignment.
If Holder can provide the Company with reasonably satisfactory evidence that the conditions of (a) above regarding registration
or exemption have been satisfied, including an opinion of counsel satisfactory to the Company, the Holder may sell, transfer, assign,
pledge or otherwise dispose of this Warrant, in whole or in part. Holder shall deliver a written notice to Company, substantially
in the form of the Assignment attached hereto as Exhibit B, indicating the person or persons to whom the Warrant shall be
assigned and the respective number of warrants to be assigned to each assignee. The Company shall effect the assignment within
ten (10) days of receipt of the original Warrant and other information required by this Section 8(b), and shall deliver to the
assignee(s) designated by Holder a Warrant or Warrants of like tenor and terms for the appropriate number of shares.


 


9.           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, and (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 nonassessable
shares of Common Stock upon the exercise of this Warrant.


           


           10.           Rights
Upon Major Transaction or Change of Entity Transaction.            


 


(a) “Change
of Entity Transaction.” “Change of Entity Transaction” means (i) a consolidation, merger, exchange
of shares, recapitalization, reorganization, business combination or other similar event, (A) following which the holders of Common
Stock immediately preceding such consolidation, merger, combination or event either (1) no longer hold a majority of the shares
of Common Stock of the Company or (2) no longer have the ability to elect the board of directors of the Company or (B) as a result
of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a
different number of shares of the same or another class or classes of stock or securities of another entity.


 



    	13



    	 



    

 


(b)
 Assumption Upon Change of Entity Transaction. The Company shall not, so long as any portion of this Warrant
remains outstanding, enter into or be party to a Change of Entity Transaction unless any Person purchasing
the Company’s assets or Common Stock, or any successor entity resulting from such Change of Entity Transaction (in each case,
an “Successor Entity”), assumes (an “Assumption”) in writing all of the obligations of the
Company under this Warrant in accordance with the provisions of this Section 10(b) pursuant to written agreements in form and substance
reasonably satisfactory to the Required Warrant Holders (as defined below) and approved by the Required Warrant Holders prior to
such Change of Entity Transaction, including agreements to deliver to each holder of Warrants in exchange for such Warrants a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including,
without limitation, having an exercise price equal to the Exercise Price of this Warrant or equitably adjusted as provided herein,
having similar exercise rights as this Warrant (including but not limited to similar exercise price adjustment provisions), and
reasonably satisfactory to the Required Warrant Holders.  Upon the occurrence of any Change of Entity Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Change of Entity Transaction, the provisions
of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right
and power of the Company and shall assume all of the obligations of the Company under the Warrant with the same effect as if such
Successor Entity had been named as the Company herein. Upon consummation of a Change of Entity Transaction, the Successor Entity
shall deliver to the Holder confirmation that there shall be issued upon exercise of the Warrant at any time after the consummation
of the Change of Entity Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property)
issuable upon the exercise of this Warrant prior to such Change of Entity Transaction, such shares of common stock (or their equivalent)
of the Successor Entity, as adjusted in accordance with the provisions of this Warrant. The provisions of this Section shall apply
similarly and equally to successive Change of Entity Transactions and shall be applied without regard to any limitations on the
conversion of the Warrant. The requirements of this Section 10(b) are referred to herein as the “Assumption Requirements.”


 


For purposes hereof,
“Required Warrant Holders” shall mean the Holders of two-thirds (2/3) of the then outstanding Warrants (determined
by the number of unexercised underlying shares).


 


(c)   (Omitted).


 


(d)   (Omitted).


 


(e)   (Omitted).


 


(f)   (Omitted).


 


(g)   (Omitted).


 


11.          (Omitted).


 


12.          (Omitted).


 


13.          (Omitted).


 



    	14



    	 



    

 


14.
           Remedies, 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 and the
other Transaction Documents, 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 right to pursue actual damages for any failure by the Company to comply with
the terms of this Warrant. 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.


 


15.           Benefits
of this Warrant.


 


Nothing
in this Warrant shall be construed to confer upon any person other than the Company and Holder any legal or equitable right, remedy
or claim under this Warrant and this Warrant shall be for the sole and exclusive benefit of the Company and Holder.


 


16.           Governing
Law.


 


All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party
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 (including with respect to the enforcement of any of the Transaction Documents), 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 improper or is an inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding
to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the
other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 



    	15



    	 



    

 


17.           Loss
of Warrant.


 


Upon
receipt by the Company of evidence of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft
or destruction) of indemnity or security reasonably satisfactory to the Company, and upon surrender and cancellation of this Warrant,
if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date.


 


18.           Notice
or Demands.


 


Notices
or demands pursuant to this Warrant to be given or made by Holder to or on the Company shall be sufficiently given or made if sent
by certified or registered mail, return receipt requested, postage prepaid, and addressed, until another address is designated
in writing by the Company, to the address set forth in Section 2(a) above. Notices or demands pursuant to this Warrant to be given
or made by the Company to or on Holder shall be sufficiently given or made if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed, to the address of Holder set forth in the Company’s records, until another address
is designated in writing by Holder.


 


19.           Warrant
Holder Not a Stockholder.


 


The
Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any rights whatsoever as a stockholder of the
Company, including but not limited to voting rights.


 


[SIGNATURE PAGE
FOLLOWS]



    	16



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Amended and Restated Warrant as of the ___th day of March, 2012.


 


	 	VirtualScopics, Inc.
	 	 
	 	By:	 
	 	Print Name:  
	 	Title:  


 



    	17



    	 



    

 


EXHIBIT A


 


NOTICE OF EXERCISE FORM FOR AMENDED AND
RESTATED WARRANT


 


TO: VIRTUALSCOPICS, INC.


 


           The
undersigned hereby irrevocably Exercises the right to purchase ____________ of the shares of Common Stock (the “Common
Stock”) of VIRTUALSCOPICS, INC., a Delaware corporation (the “Company”), evidenced by the attached
amended and restated warrant (the “Warrant”), and herewith makes payment of the Exercise price with respect
to such shares in full, all in accordance with the conditions and provisions of said Warrant.


 


1. The undersigned agrees not to offer,
sell, transfer or otherwise dispose of any of the Common Stock obtained on Exercise of the Warrant, except in accordance with the
provisions of Section 8(a) of the Warrant.


 


2. The undersigned requests that stock
certificates for such shares be issued free of any restrictive legend, if appropriate, and a warrant representing any unexercised
portion hereof be issued, pursuant to the Warrant in the name of the undersigned and delivered to the undersigned at the address
set forth below:


 


Dated:________


 


	 
	Signature
	 
	 
	Print Name
	 
	 
	Address
	 
	 
	 


NOTICE


 


The signature to the foregoing Notice of
Exercise Form must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration
or enlargement or any change whatsoever.





 


	 
	 






 



    	18



    	 



    

 


EXHIBIT B


 


ASSIGNMENT


 


(To be executed by the registered holder


desiring to transfer the Warrant)


 


FOR VALUE RECEIVED, the undersigned holder
of the attached amended and restated warrant (the “Warrant”) hereby sells, assigns and transfers unto the person
or persons below named the right to purchase _______ shares of the Common Stock of VIRTUALSCOPICS, INC., a Delaware corporation,
evidenced by the attached Warrant and does hereby irrevocably constitute and appoint _______________________ attorney to transfer
the said Warrant on the books of the Company, with full power of substitution in the premises.


 


	Dated: _________	 	   
	 	 	Signature


 


	Fill in for new registration of Warrant:	 
	 	 
	 	 
	Name	 
	 	 
	 	 
	Address	 
	 	 
	 	 
	Please print name and address of assignee	 
	(including zip code number)	 


 


	 
	 
	NOTICE
	 
	The signature to the foregoing Assignment must correspond to the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever.


 





	 
	 









 








    	19