Exhibit
10.2


 


THE
NUMBER OF PREFERRED SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT
TO SECTION 1(a) OF THIS WARRANT.


 


MagneGas Corporation


 


Warrant to Purchase

Series D Convertible Preferred Stock


 


Preferred Warrant No.: D-1


 


Date of Issuance: [____], 2017 (“Issuance
Date”)


 


MagneGas Corporation, a
Delaware 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 Series
D Convertible Preferred Stock (including any Warrants to Purchase Series D Convertible Preferred 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 non-assessable shares of Series D Convertible Preferred Stock (the “Warrant Preferred Shares”). Except as
otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant
is one of the Warrants (as defined in the Securities Purchase Agreement (as defined below)) to Purchase Series D Convertible Preferred
Stock (the “SPA Preferred Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement,
dated as of July 21, 2017 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”)
referred to therein, as amended from time to time (the “Securities Purchase Agreement”)


 




     


     


    

  


1.             EXERCISE
OF WARRANT.


 


(a)          Mechanics
of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after
the Issuance Date (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 Preferred Shares as to which this Warrant was so exercised (the “Aggregate Exercise
Price”) in cash or via wire transfer of immediately available funds. The Holder shall not be required to deliver the
original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to
less than all of the Warrant Preferred 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 Preferred Shares. Execution and delivery of an
Exercise Notice for all of the then-remaining Warrant Preferred Shares shall have the same effect as cancellation of the original
of this Warrant after delivery of the Warrant Preferred Shares in accordance with the terms hereof. On or before the third (3rd)
Trading Day following the date on which the Company has received such Exercise Notice (or such earlier date as required pursuant
to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Preferred Shares initiated
on the applicable Exercise Date), the Company shall issue and deliver (via reputable overnight courier) to the address as specified
in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Preferred
Shares to which the Holder shall be entitled pursuant to such exercise. Upon delivery of an Exercise Notice and the release, at
the direction of the Holder, of a wire of the Aggregate Exercise Price to the Company (the “Exercise Conditions”),
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Preferred Shares with
respect to which this Warrant has been exercised (including, without limitation, the right to convert such Warrant Preferred Shares),
irrespective of the date of delivery of the certificates evidencing such Warrant Preferred Shares (as the case may be). If a certificate
with respect to this Warrant is delivered to the Company in connection with any exercise pursuant to this Section 1(a) and
the number of Warrant Preferred Shares represented by this Warrant submitted for exercise is greater than the number of Warrant
Preferred 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 6(d)) representing the right to purchase the number of Warrant Preferred
Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Preferred Shares with respect
to which this Warrant is exercised. No fractional Warrant Preferred Shares are to be issued upon the exercise of this Warrant,
but rather the number of Warrant Preferred Shares to be issued shall be rounded up to the nearest whole number. The Company shall
pay any and all transfer, stamp, issuance and similar taxes, costs and expenses that may be payable with respect to the issuance
and delivery of Warrant Preferred Shares upon exercise of this Warrant. Notwithstanding the foregoing, the Company’s failure
to deliver Warrant Preferred Shares to the Holder on or prior to the later of (i) three (3) Trading Days after receipt of the applicable
Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the
settlement of a trade of such Warrant Preferred Shares initiated on the applicable Exercise Date) and (ii) two (2) Trading Day
after the Company’s receipt of the Aggregate Exercise Price (such later date, the “Share Delivery Deadline”)
shall not be deemed to be a breach of this Warrant. For the avoidance of doubt, the Holder may convert the Warrant Preferred Shares
into shares of Common Stock in accordance with the terms of the Certificate of Designations at any time, at the option of the Holder,
following its satisfaction of the applicable Exercise Conditions (whether or not a certificate with respect to such Warrant Preferred
Shares has been delivered to the Holder on or prior to such time of conversion).


 


(b)          Exercise
Price. For purposes of this Warrant, “Exercise Price” means $1.00, subject to adjustment as provided herein.


 




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(c)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Preferred
Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Preferred
Shares that are not disputed and resolve such dispute in accordance with Section 12.


 


(d)          Forced
Exercise.


 


(i)          General.
Commencing on the tenth (10) Trading Day after the initial Issuance Date (the “Eligibility Date”), so long as
(I) no Equity Conditions Failure then exists (unless waived in writing by the Holder), (II) no more than 100,000 Preferred Shares
are then outstanding and (III) no Forced Exercise (as defined below) has occurred in the seven (7) Trading Day period immediately
prior to the applicable date of determination, , the Company shall have the right to require the Holder to exercise this Warrant
into up to such aggregate number of fully paid, validly issued and non-assessable Warrant Preferred Shares equal to the lesser
of (x) 500,000 and (y) 30% of the aggregate dollar trading volume of the Common Stock (as reported by Bloomberg) during the three
consecutive Trading Day period immediately prior to the applicable Forced Exercise Notice Date (as defined below)(such lesser number
of Warrant Preferred Shares, the “Maximum Forced Exercise Share Amount”), as designated in the applicable Forced
Exercise Notice (as defined below) to be issued and delivered in accordance with Section 1(a) hereof (each, a “Forced
Exercise”). The Company may exercise its right to require a Forced Exercise under this Section 1(d) by delivering a written
notice thereof, at one, or more times, by facsimile or electronic mail to all, but not less than all, of the holders of SPA Preferred
Warrants (each, a “Forced Exercise Notice”, and the date thereof, each a “Forced Exercise Notice Date”).
For purposes of Section 1(a) hereof, “Forced Exercise Notice” shall be deemed to replace “Exercise Notice”
for all purposes thereunder as if the Holder delivered an Exercise Notice to the Company on the Forced Exercise Notice Date, mutatis
mutandis. Each Forced Exercise Notice shall be irrevocable. Each Forced Exercise Notice shall state (i) the Trading Day
selected for the Forced Exercise in accordance with this Section 1(d), which Trading Day shall be the third (3rd) Trading
Day following the applicable Forced Exercise Eligibility Date (each, a “Forced Exercise Date”), (ii) the aggregate
portion of this Warrant and the SPA Preferred Warrants subject to forced exercise from the Holder and all of the holders of the
SPA Preferred Warrants pursuant to this Section 1(d) (and analogous provisions under the SPA Preferred Warrants), (iii) the
Maximum Forced Exercise Share Amount applicable to the Holder (including calculations and any other documents reasonably requested
by the Holder with respect thereto) and (iv) that there has been no Equity Conditions Failure (or specifying any such Equity Conditions
Failure that then exists, with an acknowledgement that unless such Equity Conditions are waived, in whole or in part, such Forced
Exercise Notice will be invalid). Notwithstanding anything herein to the contrary, if an Equity Conditions Failure occurs at any
time after a Forced Exercise Notice Date and prior to the related Forced Exercise Date, (A) the Company shall provide the Holder
a subsequent notice to that effect and (B) unless the Holder waives the applicable Equity Conditions Failure, the Forced Exercise
shall be cancelled and the applicable Forced Exercise Notice shall be null and void. For the avoidance of doubt, if any Triggering
Event has occurred and continuing, unless such Triggering Event (as defined in the Certificate of Designations) has been waived,
in whole or in part, in writing by the Holder, Company shall have no right to effect a Forced Exercise; provided, that such Triggering
Event shall have no effect upon the Holder’s right to exercise this Warrant in its discretion.


 




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(ii)         Pro
Rata Exercise Requirement. If the Company elects to cause a Forced Exercise of this Warrant pursuant to this Section 1(d),
then it must simultaneously take the same action in the same proportion with respect to all of the SPA Preferred Warrants.


 


(e)          Reservation
of Shares. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under this
Warrant a number of Preferred Shares at least equal to 100% of the maximum number of Preferred Shares as shall be necessary to
satisfy the Company’s obligation to issue Preferred Shares under the SPA Preferred Warrants then outstanding (without regard
to any limitations on exercise) (the “Required Reserve Amount”); provided that at no time shall the number of
Preferred Shares reserved pursuant to this Section 1(e) be reduced other than proportionally in connection with any exercise or
redemption of SPA Preferred Warrants or such other event covered by Section 2(a) below. The Required Reserve Amount (including,
without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the SPA
Preferred Warrants based on number of Preferred Shares issuable upon exercise of SPA Preferred Warrants held by each holder on
the Closing Date (without regard to any limitations on exercise) or increase in the number of reserved shares, as the case may
be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such
holder’s SPA Preferred Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized
Share Allocation. Any Preferred Shares reserved and allocated to any Person which ceases to hold any SPA Preferred Warrants shall
be allocated to the remaining holders of SPA Preferred Warrants, pro rata based on the number of Warrant Preferred Shares issuable
upon exercise of the SPA Preferred Warrants then held by such holders (without regard to any limitations on exercise). If, notwithstanding
the foregoing, and not in limitation thereof, at any time while any of the SPA Preferred 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 the
Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action
necessary to increase the Company’s authorized Preferred Shares to an amount sufficient to allow the Company to reserve the
Required Reserve Amount for all the SPA Preferred 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 forty-five (45)
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 Preferred Shares. In connection with such meeting, the Company shall provide each stockholder
with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized
Preferred Shares and to cause its board of directors to recommend to the stockholders that they approve such proposal.


 


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


 




    	 	4	 



     


    

  


(a)          Stock
Dividends and Splits. If the Company, at any time on or after the Subscription Date, (i) pays a stock dividend on one or more
classes of its then outstanding Warrant Preferred Shares or otherwise makes a distribution on any class of capital stock that is
payable in Warrant Preferred Shares, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or
more classes of its then outstanding Warrant Preferred Shares into a larger number of shares or (iii) combines (by combination,
reverse stock split or otherwise) one or more classes of its then outstanding Warrant Preferred Shares 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
Warrant Preferred Shares outstanding immediately before such event and of which the denominator shall be the number of Warrant
Preferred Shares 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.


 


(b)          Number
of Warrant Preferred Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2, the
number of Warrant Preferred Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Preferred Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations
on exercise contained herein).


 


(c)          Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant, with the prior written consent of the Required
Holders (as defined in the Securities Purchase Agreement), reduce the then current Exercise Price to any amount and for any period
of time deemed appropriate by the board of directors of the Company.


 




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3.             FUNDAMENTAL
TRANSACTIONS.


 


(a)          Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i)  the Successor Entity
assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents (as defined in
the Securities Purchase Agreement) in accordance with the provisions of this Section 3(a) pursuant to written agreements in
form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements
to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of
shares of capital stock equivalent to the shares of Series D Convertible Preferred Stock acquirable and receivable upon exercise
of this Warrant prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to
such shares of capital stock (but taking into account the relative value of the shares of Series D Convertible Preferred Stock
pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares
of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior
to the consummation of such Fundamental Transaction) and (ii) the Successor Entity (including its Parent Entity) is a publicly
traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the consummation of each Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental
Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been
named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder
confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental
Transaction, in lieu of the shares of Series D Convertible Preferred Stock (or other securities, cash, assets or other property)
issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly traded common
stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive
upon the happening of the applicable Fundamental Transaction had this Warrant been completely exercised (and the underlying Warrant
Preferred Shares completely converted) immediately prior to the applicable Fundamental Transaction (without regard to any limitations
on the conversion of the Warrant Preferred Shares), as adjusted in accordance with the provisions of this Warrant. Notwithstanding
the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3(a)
to permit the Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other
rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock
are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate
Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive
upon an exercise of this Warrant and conversion of the underlying Warrant Preferred Shares at any time after the consummation of
the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities,
cash, assets or other property) issuable upon the exercise of the Warrant and conversion of the underlying Warrant Preferred Shares
prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including
warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of the
applicable Fundamental Transaction had this Warrant been exercised and converted into Warrant Preferred Shares immediately prior
to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision made pursuant
to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.


 


(b)          Application.
The provisions of this Section 3 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events
and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations
on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage,
applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of
this Warrant (or any such other warrant)).


 




    	 	6	 



     


    

  


4.             NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined
in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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 (a) shall not increase the par value of any Warrant Preferred Shares
receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (b) 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 Warrant Preferred
Shares upon the exercise of this Warrant.


 


5.             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 Preferred 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, except for Forced Exercise, described under Section
1(d) herein, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 5,
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.


 


6.             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 6(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Preferred Shares being transferred by the Holder
and, if less than the total number of Warrant Preferred Shares then underlying this Warrant is being transferred, a new Warrant
(in accordance with Section 6(d)) to the Holder representing the right to purchase the number of Warrant Preferred Shares
not being transferred.


 




    	 	7	 



     


    

  


(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 6(d)) representing the right to
purchase the Warrant Preferred Shares then underlying this Warrant.


 


(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 6(d)) representing in the aggregate the right to purchase
the number of Warrant Preferred Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Preferred Shares as is designated by the Holder at the time of such surrender; provided, however,
no warrants for fractional Warrant Preferred Shares 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 Preferred Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 6(a)
or Section 6(c), the Warrant Preferred Shares designated by the Holder which, when added to the number of Warrant Preferred Shares
underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Preferred 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.


 


7.             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(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all
actions taken pursuant to this Warrant (other than the issuance of Warrant Preferred Shares upon exercise in accordance with the
terms hereof), 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) immediately upon each adjustment of the Exercise Price
and the number of Warrant Preferred Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s),
(ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record 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, (iii) at least ten (10)
Trading Days prior to the consummation of any Fundamental Transaction and (iv) within one (1) Business Day of the occurrence of
a Triggering Event (as defined in the Certificate of Designations), setting forth in reasonable detail any material events with
respect to such Triggering Event and any efforts by the Company to cure such Triggering Event. 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 (as defined in the Securities Purchase Agreement) pursuant to a Current Report
on Form 8-K. If the Company or any of its Subsidiaries provides material non-public information to the Holder that is not simultaneously
filed in a Current Report on Form 8-K and the Holder has not agreed to receive such material non-public information, the Company
hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries
or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing
not to trade on the basis of, such material non-public information. 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.


 




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8.             AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived 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 Required Holders (as defined in the Securities Purchase Agreement).


 


9.             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).


 


10.           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
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to the Company at the address set forth in Section 9(f) of the Securities Purchase Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. 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, to realize
on any collateral or any other security for such obligations, 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.


 




    	 	9	 



     


    

  


11.           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. Terms used in this Warrant but defined in the other Transaction Documents shall have
the meanings ascribed to such terms on the Closing Date (as defined in the Securities Purchase Agreement) in such other Transaction
Documents unless otherwise consented to in writing by the Holder.


 


12.           DISPUTE
RESOLUTION.


 


(a)          Submission
to Dispute Resolution.


 


(i)          In
the case of a dispute relating to the Exercise Price, Closing Sale Price or fair market value or the arithmetic calculation of
the number of Warrant Preferred Shares (as the case may be) (including, without limitation, a dispute relating to the determination
of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile
(A) if by the Company, within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B)
if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the
Company are unable to promptly resolve such dispute relating to such Exercise Price, such Closing Sale Price or such fair market
value or such arithmetic calculation of the number of Warrant Preferred Shares (as the case may be), at any time after the second
(2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to
the Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable investment
bank to resolve such dispute.


 


(ii)         The
Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in
accordance with the first sentence of this Section 12 and (B) written documentation supporting its position with respect to such
dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required
Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver
all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the
Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither
the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment
bank in connection with such dispute (other than the Required Dispute Documentation).


 




    	 	10	 



     


    

  


(iii)        The
Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and
the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. Such
investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.


 


(iv)        Any
reasonable costs and/or fees, including all reasonable attorneys’ fees of all parties and/or the reasonable fees of the investment
bank, shall be paid at the resolution of the dispute by the losing party.


 


(b)          Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate between the Company
and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New
York Civil Practice Law and Rules (“CPLR”) and that the Holder or the Company is authorized to apply for an
order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 12, (ii) the terms
of this Warrant and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s
resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings,
determinations and the like that such investment bank determines are required to be made by such investment bank in connection
with its resolution of such dispute, in its sole discretion, shall have the right to submit any dispute described in this Section
12 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set
forth in this Section 12 and (iii) nothing in this Section 12 shall limit the Holder from obtaining any injunctive relief or other
equitable remedies (including, without limitation, with respect to any matters described in this Section 12).


 




    	 	11	 



     


    

  


13.           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 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 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 specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court
of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other
security. 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.


 


14.           PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands of
an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the holder otherwise takes
action to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy,
reorganization, receivership of the company or other proceedings affecting company creditors’ rights and involving a claim
under this Warrant, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in
connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’
fees and disbursements. 


 


15.           TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise
be required by Section 2(g) of the Securities Purchase Agreement.


 


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


 


(a)          “1933
Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


(b)          “1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


(c)          “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person, it being understood for purposes of this definition that “control” of a Person means the
power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors
of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 




    	 	12	 



     


    

  


(d)          
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,
any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed
or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates
of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the
Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would
or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act.
For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum
Percentage.


 


(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)          “Certificate
of Designations” means that certain Certificate of Designation for the Series D Convertible Preferred Stock of the Company,
dated as of July [____], 2017, as amended from time to time.


 


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


 




    	 	13	 



     


    

  


(j)          “Equity
Conditions” means, with respect to an given date of determination: (i) on such applicable date of determination one or
more Registration Statements shall be effective and the prospectus contained therein shall be available on such applicable date
of determination (with, for the avoidance of doubt, any Warrant Preferred Shares previously issued pursuant to such prospectus
deemed unavailable) for the issuance to the Holder of all Warrant Preferred Shares issuable upon exercise of this Warrant in connection
with the event requiring such determination (each, the “Forced Exercise Registration Statement”); (ii) on each
day during the period beginning thirty calendar days prior to the applicable date of determination and ending on and including
the applicable date of determination (the “Equity Conditions Measuring Period”), the Common Stock (including
all shares of Common Stock issuable upon conversion of the Preferred Shares then outstanding and the Warrant Preferred Shares to
be issued in the event requiring this determination) is listed or designated for quotation (as applicable) on an Eligible Market
and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and
occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension
by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable
notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (A) a writing by such
Eligible Market or (B) the Company falling below the minimum listing maintenance requirements of the Eligible Market on which the
Common Stock is then listed or designated for quotation (as applicable) other than as disclosed in the SEC Documents (as defined
in the Securities Purchase Agreement) prior to the Issuance Date; (iii) during the Equity Conditions Measuring Period, the Company
shall have delivered all Warrant Preferred Shares issuable upon exercise of this Warrant on a timely basis as set forth in Section
1 hereof and all other shares of capital stock required to be delivered by the Company on a timely basis as set forth in the other
Transaction Documents; (iv) any Warrant Preferred Shares to be issued in connection with the event requiring determination may
be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or
designated for quotation (as applicable); (v) on each day during the Equity Conditions Measuring Period, no public announcement
of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated;
(vi) the Company shall have no knowledge of any fact that would reasonably be expected to cause the applicable Forced Exercise
Registration Statement to not be effective or the prospectus contained therein to not be available for the issuance of all Warrant
Preferred Shares issuable upon exercise of this Warrant in connection with the event requiring such determination and no Current
Information Failure exists or is continuing; (vii) the Holder shall not be in possession of any material, non-public information
provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives,
agents or the like; (viii) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in
compliance with each, and shall not have breached any representation or warranty in any material respect (other than representations
or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant or other
term or condition of any Transaction Document, including, without limitation, the Company shall not have failed to timely make
any payment pursuant to any Transaction Document; (ix) there shall not have occurred any Volume Failure or Price Failure as of
such applicable date of determination; (x) on the applicable date of determination (A) no Authorized Share Failure shall exist
or be continuing and (x) all of the Preferred Shares issued pursuant to the Securities Purchase Agreement and issuable upon exercise
of the SPA Preferred Warrants and (y) all shares of Common Stock issuable upon conversion of such Warrant Preferred Shares and
Warrant Preferred Shares are available under the certificate of incorporation of the Company and reserved by the Company to be
issued pursuant to the terms of the Certificate of Designations and (B) all Warrant Preferred Shares to be issued in connection
with the event requiring this determination may be issued in full without resulting in an Authorized Share Failure; (xi) on each
day during the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist a Triggering Event or
an event that with the passage of time or giving of notice would constitute a Triggering Event; (xii) the issuance of the shares
of Common Stock issuable upon conversion of such Warrant Preferred Shares and the Preferred Shares then outstanding (assuming,
for such purpose, that all the Preferred Shares then outstanding and such Warrant Preferred Shares are converted at the Alternate
Conversion Price (as defined in the Certificate of Designations) then in effect and without regard to any limitations on conversion
set forth in the Certificate of Designations) will not result in an Authorized Share Failure (as defined in the Certificate of
Designations); (xiii) the shares of Common Stock issuable upon conversion of all of the Preferred Shares issued pursuant to the
Securities Purchase Agreement and issuable upon exercise of the SPA Preferred Warrants are duly authorized and listed and eligible
for trading without restriction on an Eligible Market; and (xiv) the Company shall have obtained the Stockholder Approval (as defined
in the Securities Purchase Agreement), which shall remain in full force and effect as of such date of determination.


 




    	 	14	 



     


    

  


(k)          “Equity
Conditions Failure” means that on each day during the period commencing twenty (20) Trading Days prior to the applicable
Forced Exercise Notice Date through and including the applicable Forced Exercise Date, the Equity Conditions have not been satisfied
(or waived in writing by the Holder).


 


(l)          
“Expiration Date” means the date that is the third anniversary of the Issuance Date (or such later date as extended
by written consent of the Company and the Holder) or, if such date falls on a day other than a Trading Day or on which trading
does not take place on the Principal Market (a “Holiday”), the next date that is not a Holiday.


 


(m)          
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Voting Stock be subject to or party to one or more Subject Entities making, a purchase, tender or
exchange offer that is accepted by the holders of at least either (w) 35% of the outstanding shares of Series A Preferred Stock
of the Company, (x) 50% of the outstanding shares of Voting Stock, (y) 50% of the outstanding shares of Voting Stock calculated
as if any shares of Voting Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making
or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Voting Stock such that
all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange
offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding
shares of Voting Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all
such Subject Entities, individually or in the aggregate, acquire, either (w) at least 35% of the outstanding shares of Voting Stock
of the Company, (x) at least 50% of the outstanding shares of Voting Stock, (y) at least 50% of the outstanding shares of Voting
Stock calculated as if any shares of Voting Stock held by all the Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number
of shares of Voting Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under
the 1934 Act) of at least 50% of the outstanding shares of Voting Stock, or (v) reorganize, recapitalize or reclassify its Voting
Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more
related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Voting Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (w) at least 35% of the outstanding shares of Voting Stock of the Company, (x) at least 50%
of the aggregate ordinary voting power represented by issued and outstanding Voting Stock, (y) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding Voting Stock not held by all such Subject Entities as of the date of the Preferred
Shares calculated as if any shares of Voting Stock held by all such Subject Entities were not outstanding, or (z) a percentage
of the aggregate ordinary voting power represented by issued and outstanding shares of Voting Stock or other equity securities
of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring
other shareholders of the Company to surrender their shares of Voting Stock without approval of the shareholders of the Company
or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the
issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents,
the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition
which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 




    	 	15	 



     


    

  


(n)          
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.


 


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


 


(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)          “Preferred
Shares” means the Series D Convertible Preferred Stock.


 


(r)          “Price
Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during
any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination
fails to exceed $0.65 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends,
stock combinations, recapitalizations or other similar transactions during any such measuring period.


 


(s)          “Principal
Market” means the Nasdaq Capital Market.


 




    	 	16	 



     


    

  


(t)          
“SEC” means the United States Securities and Exchange Commission or the successor thereto.


 


(u)          “Series
D Convertible Preferred Stock” means (i) the Company's Series D Convertible Preferred Stock, $0.001 par value per share,
issued and issuable pursuant to the Series D Certificate of Designations and (ii) any capital stock into which such Series D Convertible
Preferred Stock shall have been changed or any share capital resulting from a reclassification of such Series D Convertible Preferred
Stock.


 


(v)         
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 


(w)          “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(x)          “Trading
Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock,
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 or (y) with respect to all determinations other than price or trading volume determinations relating to
the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 


(y)          “Voting
Stock” of a Person means the Common Stock and each series or other class of capital stock of such Person 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 series or other
class or classes shall have or might have voting power by reason of the happening of any contingency).


 


(z)          
“Volume Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading
volume (as reported on Bloomberg) of the Common Stock on the Principal Market on at least five (5) Trading Days during the twenty
(20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume
Failure Measuring Period”), is less than, as applicable, (x) if on or prior to the sixty (60) calendar day anniversary
of the Closing Date, $150,000, (y) if after the sixty (60) calendar day anniversary of the Closing Date, but on or prior to the
one hundred and twenty (120) calendar day anniversary of the Closing Date, $175,000 or (z) if after the one hundred and twenty
(120) calendar day anniversary of the Closing Date, $200,000, (in each case, as adjusted for any stock splits, stock dividends,
stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations
to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
during such Volume Failure Measuring Period.


 




    	 	17	 



     


    

  


(a)          
“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 “HP” function (set to weighted
average) 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
the 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 12.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization
or other similar transaction during such period.


 


[signature page follows]


 




    	 	18	 



     


    

 


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


 


	 	MagneGas Corporation 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED
BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE SERIES D CONVERTIBLE PREFERRED STOCK


 


MAGNEGAS
CORPORATION


 


The undersigned holder
hereby elects to exercise the Warrant to Purchase Series D Convertible Preferred Stock, No. D-1 (the “Warrant”)
of MagneGas Corporation, a Delaware corporation (the “Company”) as specified below. Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


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


 


2.          Delivery
of Warrant Preferred Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares
of Series D Convertible Preferred Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its
benefit, as a certificate to the following name and to the following address:


 


	Issue to:	 
	 	 
	 	 
	 	 
	 	 


 





	Date: _____________ __, ______	 
	 	 
	 	 
	Name of Registered Holder	 







 





	By:	 	 
	 	Name:	 
	 	Title:	 







 


	 	Tax ID:	 	 



 


	 	Facsimile:	 	 
	 	 	 	 



	 	E-mail Address: