Exhibit 4.9


 


EXECUTION
VERSION


 


WARRANT
AGREEMENT


 


MYnd
Analytics, Inc.


 


and


 


American
Stock Transfer & Trust Company, LLC,


 


as
Warrant Agent


 




     


     


    

 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT (this “Agreement” or “Warrant Agreement”), dated as of July
25, 2017, is by and between MYnd Analytics, Inc., a Delaware corporation (the “Company”), and American
Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant
Agent”).


 


WHEREAS,
the Company’s board of directors declared a dividend to holders of record (“Record Holders”) as
of July 13, 2017 of its common stock, par value $0.001 per share (“Common Stock”), of warrants to purchase
shares of Common Stock (“Warrants”) and, in connection therewith, has determined to issue and deliver
up to 2,539,061 Warrants to Record Holders, each such Warrant evidencing the right of the holder thereof to purchase one share
of Common Stock at an exercise price of $5.25 per share, subject to adjustment as described herein; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance of a certificate (the “Warrant Certificate”) in substantially the form attached hereto
as Exhibit A representing such number of Warrants set forth therein, and the other matters as provided herein.


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms and conditions upon which they shall be
issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the
holders of the Warrants (each, a “Holder”); and


 


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


 


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


 


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



 






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		2.	Form
                                         of Warrant.



 


		2.1	Warrants
                                         in Global Form. The Warrants shall initially be issuable in book-entry registration
                                         only and evidenced by one or more global Warrant Certificates (the “Global
                                         Warrant Certificates”) deposited with the Depository Trust Company (the
                                         “Depository”) and registered in the name of Cede & Co.
                                         (“Cede”), a nominee of the Depository. Ownership of beneficial
                                         interests in the Warrants shall be shown on, and the transfer of such ownership (in accordance
                                         with the limitations set forth in Section 5.1 of this Agreement) shall be effected through,
                                         records maintained by (i) the Depository or its nominee for each Global Warrant Certificate
                                         or (ii) institutions that have accounts with the Depository (such institutions, with
                                         respect to a Warrant in its account, each a “Participant”).
                                         For purposes of this Agreement, the delivery of a notice from the Depository or a Participant
                                         of the transfer (in accordance with the limitations set forth in Section 5.1 of this
                                         Agreement) or exercise of Warrants in the form of a Global Warrant Certificate shall
                                         be deemed to constitute the delivery of a Warrant Certificate with respect to such transfer
                                         or exercise. If the Depository subsequently ceases to make its book-entry settlement
                                         system available for the Warrants, the Company may instruct the Warrant Agent regarding
                                         other arrangements for book-entry settlement. If the Company determines, in its sole
                                         discretion, not to have securities represented by the Global Warrant Certificates, the
                                         Company will instruct the Warrant Agent to prepare and deliver physical certificates
                                         evidencing the Warrants in exchange for the beneficial interests in the Global Warrant
                                         Certificates, based on directions received by the Depository from its Participants with
                                         respect to ownership of beneficial interests in the Global Warrant Certificates. In such
                                         event, any physical certificates evidencing the Warrants shall represent one or more
                                         Warrants as set forth on the Warrant Certificate and be issued in registered form only
                                         as definitive Warrant Certificates and shall be substantially in the form attached hereto
                                         as Exhibit A, shall be dated the date of issuance thereof (whether upon initial issuance,
                                         register of permitted transfer, exchange or replacement) and shall bear such legends
                                         and endorsements typed, stamped, printed, lithographed or engraved thereon as the Company
                                         may deem appropriate and as are not inconsistent with the provisions of this Agreement.



 


		2.2	Effect
                                         of Signature. Warrant Certificates shall be signed by, or bear the facsimile or electronic
                                         signature of, the Chair of the Board, Chief Executive Officer, President, Chief Financial
                                         Officer, Treasurer, any Vice President, or Secretary of the Company. In the event the
                                         person whose facsimile or electronic signature has been placed upon any Warrant Certificate
                                         shall have ceased to serve in the capacity in which such person signed the Warrant Certificate
                                         before such Warrant Certificate is issued, it may be issued with the same effect as if
                                         he or she had not ceased to be such at the date of issuance



 


		2.3	Effect
                                         of Countersignature. Unless and until countersigned by the Warrant Agent pursuant
                                         to this Agreement, a Warrant Certificate shall be invalid and of no effect and may not
                                         be exercised by the holder thereof. Such signature by the Warrant Agent upon any Warrant
                                         Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate
                                         has been duly issued under the terms of this Agreement.



 


		2.4	Registration.



 


		2.4.1	Warrant
                                         Register. The Warrant Agent shall maintain books (the “Warrant Register”),
                                         for the registration of original issuance and the registration of permitted transfers
                                         of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue
                                         and register the Warrants in the names of the respective holders thereof in such denominations
                                         and otherwise in accordance with instructions delivered to the Warrant Agent by or on
                                         behalf of the Company. The Company and the Warrant Agent may deem and treat the registered
                                         Holder of each Warrant Certificate as the absolute owner of the Warrants represented
                                         thereby for the purpose of any exercise thereof or any distribution to the Holder, and
                                         for all other purposes under this Agreement, absent actual notice to the contrary. Any
                                         Person in whose name ownership of a beneficial interest in the Warrants evidenced by
                                         a Global Warrant Certificate is recorded in the records maintained by the Depository
                                         or its nominee shall be deemed the “beneficial owner” thereof for the purposes
                                         of this Agreement; provided, that all such beneficial interests shall be held through
                                         a Participant, which shall be the registered holder of such Warrants.



 






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		2.4.2	Registration
                                         of Transfers. The Warrant Agent shall register the transfer (in accordance with the
                                         limitations set forth in Section 5.1 of this Agreement) of any portion of a Warrant Certificate
                                         in the Warrant Register, upon surrender of the Warrant Certificate, with the Form of
                                         Assignment attached thereto, to the Warrant Agent at its address specified for notice
                                         set forth in this Agreement. Upon any such registration or permitted transfer, a new
                                         Warrant Certificate substantially in the form attached hereto as Exhibit A (any
                                         such new Warrant Certificate, a “New Warrant Certificate”),
                                         evidencing the portion of the Warrant Certificate so transferred shall be issued to the
                                         permitted transferee and a New Warrant Certificate evidencing the remaining portion of
                                         the Warrant Certificate not so transferred, if any, shall be issued to the transferring
                                         Holder. Upon issuance and delivery of the New Warrant Certificate, the Warrant Certificate
                                         surrendered to the Warrant Agent shall be clearly marked “cancelled” or bear
                                         a similar statement to that effect. The delivery of the New Warrant Certificate by the
                                         Warrant Agent to the permitted transferee thereof shall be deemed to constitute acceptance
                                         by such permitted transferee of all of the rights and obligations of a holder of a Warrant
                                         Certificate. Notwithstanding the foregoing, so long as the Warrants are evidenced by
                                         Global Warrant Certificates deposited with the Depository, ownership of beneficial interests
                                         in the Warrants shall be shown on, and the permitted transfer of such ownership shall
                                         be effected through, records maintained (i) by the Depository or its nominee for each
                                         Warrant; (ii) by Participants; or (iii) directly on the book-entry records of the Warrant
                                         Agent with respect only to owners of beneficial interests that represent such direct
                                         registration.



 


		2.5	Uncertificated
                                         Warrants. Notwithstanding the foregoing and anything else in this Agreement to the
                                         contrary, unless otherwise requested by the holder, the Warrants may be issued in uncertificated
                                         or book-entry form through the Warrant Agent and/or the facilities of the Depository
                                         or other book-entry depositary system. Any Warrant so issued shall have the same terms,
                                         force and effect as a certificated Warrant that has been duly countersigned by the Warrant
                                         Agent in accordance with the terms of this Agreement.



 






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		3.	Terms
                                         and Exercise of Warrants.



 


		3.1	Exercise
                                         Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
                                         Holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement,
                                         to purchase from the Company the number of shares of Common Stock stated therein, at
                                         the price of $5.25 per whole share, subject to the adjustments provided herein. The term
                                         “Exercise Price” as used in this Agreement shall mean the price
                                         per share at which shares of Common Stock may be purchased at the time a Warrant is exercised.



 


		3.2	Duration
                                         of Warrants. A Warrant may be exercised only during the period (the “Exercise
                                         Period”) commencing on July 27, 2018 (the first anniversary of issuance
                                         thereof) and ending on the earlier of: (a) July 26, 2022; or (b) upon the dissolution
                                         and winding up of the Company (the “Expiration Date”); provided,
                                         however, that the exercise of any Warrant shall be subject to the satisfaction of any
                                         applicable conditions. Each Warrant not exercised on or before the Expiration Date shall
                                         become void, and all rights thereunder and all rights in respect thereof under this Agreement
                                         shall cease at 5:00 p.m. New York City time on the Expiration Date.



 


		3.3	Exercise
                                         of Warrants.



 


		3.3.1	Exercise
                                         and Payment. Subject to the provisions of the Warrant and this Agreement, and if
                                         and only if, there is then an effective registration statement (“Registration
                                         Statement”) under the Securities Act of 1933, as amended (the “Securities
                                         Act”), covering the offer and sale of the Warrant Shares and as to which
                                         no “stop order” suspending the effectiveness thereof shall be in effect,
                                         a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered
                                         Holder thereof by submitting a duly executed election to purchase (“Election
                                         to Purchase”) attached to the applicable Warrant, at the office of the
                                         Warrant Agent in the Borough of Manhattan, City and State of New York or at the office
                                         of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New
                                         York (or, in the case of a Global Warrant Certificate, properly delivered by the Participant
                                         in accordance with the Depository’s procedures), which may be done by fax or email
                                         delivery, and by paying, within two days of the date of exercise, in full the Exercise
                                         Price for each full share of Common Stock as to which the Warrant is exercised, in lawful
                                         money of the United States, by wire transfer or in good certified check or good bank
                                         draft payable to the order of the Company or by Cashless Exercise in accordance with
                                         Section 3.3.2 hereof. Upon delivery of an Election to Purchase when there is then an
                                         effective Registration Statement under the Securities Act, covering the offer and sale
                                         of the Warrant Shares and as to which no “stop order” suspending the effectiveness
                                         thereof shall be in effect, the Holder shall be deemed for all corporate purposes to
                                         have become the holder of record of the Warrant Shares with respect to which a 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).



 






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		3.3.2	Cashless
                                         Exercise. Notwithstanding anything contained herein to the contrary, if and only
                                         if an effective registration statement covering the issuance of the shares of Common
                                         Stock that are subject to the Election to Purchase is not available for the issuance
                                         of such shares of Common Stock, the Registered Holder may exercise this Warrant in whole
                                         or in part and, in lieu of making the cash payment otherwise contemplated to be made
                                         to the Company upon such exercise in payment of the aggregate Exercise Price, elect instead
                                         to receive upon such exercise the “Net Number” of shares of Common Stock
                                         determined according to the following formula (a “Cashless Exercise”):



   





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



 




	 	For purposes of the foregoing formula:
	 	A          =	the
    total number of shares with respect to which this Warrant is then being exercised.
	 	B          =	the
    arithmetic average of the Closing Sale Prices (as defined below) of the Common Stock for the five (5) consecutive Trading
    Days ending on the date immediately preceding the date of the Election to Purchase.
	 	C          =	the
    Exercise Price then in effect for the applicable shares of Common Stock at the time of such exercise.


 


Upon
receipt of an Election to Purchase for a Cashless Exercise, the Warrant Agent will promptly deliver a copy of the Election to
Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the Cashless Exercise. The Company
will promptly calculate and transmit the number of Warrant Shares issuable in connection with such Cashless Exercise to the Warrant
Agent, which shall issue such number of Warrant Shares in connection with such Cashless exercise.


 


The
term “Closing Sale Price” means, for any security as of any date, the last closing bid price and last
closing trade price, respectively, for such security on the Nasdaq Capital Market, as reported by Bloomberg, or, if the Nasdaq
Capital Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade
price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m.,
New York time, as reported by Bloomberg, or, if the Nasdaq Capital Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.).
If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Registered
Holder. If the Company and the Registered Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 8.3 hereof. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during the applicable calculation period.


 






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For
purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Registered Holder
is not an affiliate of the Company, the shares of Common Stock issued in a Cashless Exercise shall be deemed to have been acquired
by the Registered Holder, and the holding period for the shares of Common Stock shall be deemed to have commenced, on the date
the Warrant was originally issued


 


		3.3.3	Issuance
                                         of Common Stock on Exercise. Subject to the provisions of the Warrant and this Agreement,
                                         upon delivery of an appropriately completed and duly signed Election to Purchase submitted
                                         in accordance with Section 3.3.1 hereof (with the Warrant Shares Exercise Log attached
                                         and reference to the applicable Warrant Certificate sufficient to identify it) to the
                                         Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by
                                         the Participant in accordance with the Depository’s procedures), at its address
                                         for notice set forth herein, and assuming funds for exercise are paid on or before the
                                         second trading day following the date of receipt by the Company of an Election to Purchase,
                                         then on or before the third trading day following the date upon which the Company has
                                         received an Election to Purchase for a Warrant, the Company shall cause its transfer
                                         agent to (i) provided that the transfer agent is participating in The Depository Trust
                                         Company (“DTC”) Fast Automated Securities Transfer Program or the Warrants
                                         are exercised through a Cashless Exercise, credit such aggregate number of shares of
                                         Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s
                                         or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian
                                         System, or (ii) if the transfer agent is not participating in the DTC Fast Automated
                                         Securities Transfer Program, issue and deliver to the Holder, or at the Holder’s
                                         instruction pursuant to the delivered Election to Purchase, the Holder’s agent
                                         or designee, in each case pursuant to this clause (ii), sent by reputable overnight courier
                                         to the address specified in the applicable Election to Purchase, a certificate, registered
                                         in the Company’s share register in the name of the Holder or its designee (as indicated
                                         in the applicable Election to Purchase), for the number of shares of Common Stock to
                                         which the Holder is entitled pursuant to such exercise.



 


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



 






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



 


		3.4	Beneficial
                                         Ownership Limitation on Exercises. The Company shall not effect the exercise of any
                                         portion of a Warrant, and the Registered Holder of such Warrant shall not have the right
                                         to exercise any portion of such Warrant, to the extent that after giving effect to such
                                         exercise, the Registered Holder (together with the Registered Holder’s affiliates,
                                         and any persons acting as a group together with the Holder or any Registered Holder’s
                                         affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”)
                                         of the Common Stock outstanding immediately after giving effect to such exercise, provided,
                                         however, that the foregoing limitation on exercise shall not apply to any Registered
                                         Holder who, together with such Registered Holder’s affiliates, and any persons
                                         acting as a group together with such Registered Holder and such Registered Holder’s
                                         affiliates, owns in excess of the Maximum Percentage immediately prior to the closing
                                         of the Offering. For purposes of the foregoing sentence, the aggregate number of shares
                                         of Common Stock beneficially owned by such Registered Holder and its affiliates shall
                                         include the number of shares of Common Stock issuable upon exercise of the Warrant with
                                         respect to which the determination of such sentence is being made, but shall exclude
                                         shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised
                                         portion of the Warrant beneficially owned by the Registered Holder and its affiliates
                                         and (ii) exercise or conversion of the unexercised or unconverted portion of any other
                                         securities of the Company beneficially owned by the Registered Holder and its affiliates
                                         (including, without limitation, any convertible notes or convertible preferred stock
                                         or warrants) subject to a limitation on conversion or exercise analogous to the limitation
                                         contained herein beneficially owned by the Registered Holder or any of its affiliates.
                                         Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
                                         ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
                                         Act of 1934, as amended (the “Exchange Act”). To the extent
                                         that the limitation contained in this Section 3.4 applies, the Registered Holder’s
                                         submission of an Election to Purchase shall be deemed to be the Registered Holder’s
                                         determination of whether a Warrant is exercisable (in relation to any other securities
                                         owned by the Registered Holder together with any affiliates) and of which portion of
                                         a Warrant is exercisable, in each case subject to the Maximum Percentage, and the Company
                                         shall have no obligation to verify or confirm the accuracy of such determination. In
                                         addition, a determination as to any group status as contemplated above shall be determined
                                         in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
                                         thereunder. For purposes of the Warrants, in determining the number of outstanding shares
                                         of Common Stock, the Registered Holder may rely on the number of outstanding shares of
                                         Common Stock as reflected in the most recent of (1) the Company’s most recent Form
                                         10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Commission,
                                         as the case may be, (2) a more recent public announcement by the Company or (3) any other
                                         notice by the Company or its transfer agent setting forth the number of shares of Common
                                         Stock outstanding. For any reason at any time, upon the written or oral request of the
                                         Registered Holder, the Company shall within three (3) trading days confirm to the Registered
                                         Holder the number of shares of Common Stock then outstanding. In any case, the number
                                         of outstanding shares of Common Stock shall be determined after giving effect to the
                                         conversion or exercise of securities of the Company, including any Warrant, by the Registered
                                         Holder and its affiliates since the date as of which such number of outstanding shares
                                         of Common Stock was reported. By written notice to the Company, the Registered Holder
                                         may from time to time increase or decrease the Maximum Percentage to any other percentage
                                         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 a Warrant and the provisions
                                         of this Section 3.4 shall continue to apply; provided that (i) any such increase will
                                         not be effective until the sixty-first (61st) day after such notice is delivered to the
                                         Company, and (ii) any such increase or decrease will apply only to that Registered Holder.
                                         For purposes of clarity, the Common Stock underlying any Warrant in excess of the Maximum
                                         Percentage for a Registered Holder shall not be deemed to be beneficially owned by that
                                         Registered Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1)
                                         of the Exchange Act. The provisions of this paragraph shall be construed and implemented
                                         in a manner otherwise than in strict conformity with the terms of this Section 3.4 to
                                         the extent necessary 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.



 






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		4.	Adjustments.



 


		4.1	Stock
                                         Dividends.



 


		4.1.1	Split-Ups.
                                         If after the date hereof, and subject to the provisions of Section 4.5 below, the number
                                         of outstanding shares of Common Stock is increased by a stock dividend payable in Common
                                         Stock, or by a split-up of Common Stock or other similar event, then, on the effective
                                         date of such stock dividend, split-up or similar event, the number of shares of Common
                                         Stock issuable on exercise of each Warrant shall be increased in proportion to such increase
                                         in the outstanding shares of Common Stock and the Exercise Price shall be proportionally
                                         decreased such that the aggregate Exercise Price, after such adjustments, remains the
                                         same for each Warrant.



 






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		4.1.2	Dividends
                                         and Other Distributions. If the Company shall declare or make any dividend or other
                                         distribution of its assets (or rights to acquire its assets) to holders of Common Stock,
                                         by way of return of capital or otherwise (including, without limitation, any distribution
                                         of cash, stock or other securities, property or options by way of a dividend, spin off,
                                         reclassification, corporate rearrangement, scheme of arrangement or other similar transaction),
                                         except to the extent an adjustment was already made pursuant to Section 4.1.1 or 4.2
                                         (a “Distribution”), at any time after the issuance of this
                                         Warrant, then, in each such case, the Company shall reserve and put aside the maximum
                                         Distribution amount the Holder would have been entitled to receive if the Holder had
                                         held the number of shares of Common Stock acquirable upon complete exercise of this Warrant
                                         (without regard to any limitations on exercise hereof, including without limitation,
                                         the Maximum Percentage) immediately before the date on which a record is taken for such
                                         Distribution, or, if no such record is taken, the date as of which the record holders
                                         of Common Stock are to be determined for the participation in such Distribution. Upon
                                         exercise of this Warrant, in whole or in part, the Company shall, contemporaneously with
                                         the delivery of the Warrant Shares, distribute to the Holder a pro rata portion of such
                                         Distribution based on the portion of the Warrant that has been exercised (provided, however,
                                         to the extent that the Holder’s right to participate in any such Distributions
                                         would result in the Holder exceeding the Maximum Percentage, then the Holder shall not
                                         be entitled to participate in such Distribution at such time and to such extent (or the
                                         beneficial ownership of any such Common Stock as a result of such Distribution to such
                                         extent) and such Distribution to such extent shall be held in abeyance for the benefit
                                         of the Holder until such time, if ever, as its right thereto would not result in the
                                         Holder exceeding the Maximum Percentage, at which time or times the Holder shall be granted
                                         such Distribution (and any Distributions declared or made on such initial Distribution
                                         or on any subsequent Distribution to be held similarly in abeyance) to the same extent
                                         as if there had been no such limitation).



 


		4.2	Aggregation
                                         of Shares. If after the date hereof, and subject to the provisions of Section 4.5
                                         hereof, the number of outstanding shares of Common Stock is decreased by a consolidation,
                                         combination, reverse stock split or reclassification of Common Stock or other similar
                                         event, then, on the effective date of such consolidation, combination, reverse stock
                                         split, reclassification or similar event, the number of shares of Common Stock issuable
                                         on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding
                                         shares of Common Stock and the Exercise Price shall be proportionally increased such
                                         that the aggregate Exercise Price, after such adjustments, remains the same for each
                                         Warrant.



 






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		4.3	Purchase
                                         Rights. If at any time the Company grants, issues or sells any options, convertible
                                         securities or rights to purchase stock, warrants, securities or other property pro rata
                                         to the record holders of any class of Common Stock (the “Purchase Rights”),
                                         then the Holder will be entitled to acquire, upon the terms applicable to such Purchase
                                         Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
                                         had held the number of shares of Common Stock acquirable upon complete exercise of this
                                         Warrant (without regard to any limitations on exercise hereof, including without limitation,
                                         the Maximum Percentage) immediately before the date on which a record is taken for the
                                         grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
                                         date as of which the record holders of Common Stock are to be determined for the grant,
                                         issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s
                                         right to participate in any such Purchase Right would result in the Holder exceeding
                                         the Maximum Percentage, then the Holder shall not be entitled to participate in such
                                         Purchase Right to such extent (or beneficial ownership of such Common Stock as a result
                                         of such Purchase Right to such extent) and such Purchase Right to such extent shall be
                                         held in abeyance for the Holder until such time, if ever, as its right thereto would
                                         not result in the Holder exceeding the Maximum Percentage, at which time or times the
                                         Holder shall be granted such right (and any Purchase Right granted, issued or sold on
                                         such initial Purchase Right or on any subsequent Purchase Right to be held similarly
                                         in abeyance) to the same extent as if there had been no such limitation).



 






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		4.4	Fundamental
                                         Transactions. If, at any time while the Warrants are outstanding, (i) the Company,
                                         directly or indirectly, in one or more related transactions effects any merger or consolidation
                                         of the Company with or into another person, (ii) the Company, directly or indirectly,
                                         effects any sale, lease, license, assignment, transfer, conveyance or other disposition
                                         of all or substantially all of its assets in one or a series of related transactions,
                                         (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
                                         by the Company or another person) is completed pursuant to which holders of Common Stock
                                         are permitted to sell, tender or exchange their shares for other securities, cash or
                                         property and has been accepted by the holders of 50% or more of the outstanding Common
                                         Stock, (iv) the Company, directly or indirectly, in one or more related transactions
                                         effects any reclassification, reorganization or recapitalization of the Common Stock
                                         or any compulsory share exchange pursuant to which the Common Stock is effectively converted
                                         into or exchanged for other securities, cash or property, (v) the Company, directly or
                                         indirectly, in one or more related transactions consummates a stock or share purchase
                                         agreement or other business combination (including, without limitation, a reorganization,
                                         recapitalization, spin-off or scheme of arrangement) with another person or group of
                                         persons whereby such other person or group acquires more than 50% of the outstanding
                                         shares of Common Stock (not including any shares of Common Stock held by the other person
                                         or other persons making or party to, or associated or affiliated with the other persons
                                         making or party to, such stock or share purchase agreement or other business combination)
                                         (each a “Fundamental Transaction”), then, upon any subsequent
                                         exercise of a Warrant, the Registered Holder of each Warrant shall have the right to
                                         receive, for each share of Common Stock that would have been issuable upon such exercise
                                         immediately prior to the occurrence of such Fundamental Transaction, at the option of
                                         the Registered Holder (without regard to any limitation in Section 3.4 on the exercise
                                         of the Warrants), the number of shares of Common Stock of the successor or acquiring
                                         corporation or of the Company, if it is the surviving corporation, and any additional
                                         consideration (the “Alternate Consideration”) receivable as
                                         a result of such Fundamental Transaction by a holder of the number of shares of Common
                                         Stock for which a Warrant is exercisable immediately prior to such Fundamental Transaction
                                         (without regard to any limitation in Section 3.4 on the exercise of the Warrants). For
                                         purposes of any such exercise, the determination of the Exercise Price shall be appropriately
                                         adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
                                         issuable in respect of one share of Common Stock in such Fundamental Transaction, and
                                         the Company shall apportion the Exercise Price among the Alternate Consideration in a
                                         reasonable manner reflecting the relative value of any different components of the Alternate
                                         Consideration. If holders of Common Stock are given any choice as to the securities,
                                         cash or property to be received in a Fundamental Transaction, then each Registered Holder
                                         shall be given the same choice as to the Alternate Consideration such Registered Holder
                                         receives upon any exercise of a Warrant following such Fundamental Transaction. Notwithstanding
                                         anything to the contrary, in the event of a Fundamental Transaction in which cash and/or
                                         non-cash consideration is being offered to stockholders of the Company for their Common
                                         Stock, the Company shall, at a Registered Holder’s option, exercisable at any time
                                         prior to the consummation of the Fundamental Transaction, purchase such Registered Holder’s
                                         Warrant immediately prior to the consummation of such Fundamental Transaction from the
                                         Registered Holder by paying cash by wire transfer of immediately available funds in an
                                         amount equal to the Black Scholes Value of the remaining unexercised portion of such
                                         Registered Holder’s Warrant immediately prior to the consummation of such Fundamental
                                         Transaction. “Black Scholes Value” means the value of a Warrant based on
                                         the Black and Scholes Option Pricing Model obtained from the “OV” function
                                         on Bloomberg, L.P. (“Bloomberg”) determined immediately prior to the consummation
                                         of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free
                                         interest rate corresponding to the U.S. Treasury rate for a period equal to the time
                                         between the date of the public announcement of the applicable Fundamental Transaction
                                         and the Expiration Date, (B) an expected volatility equal to the greater of 100% and
                                         the 100 day volatility obtained from the HVT function on Bloomberg as of the trading
                                         day immediately following the public announcement of the applicable Fundamental Transaction,
                                         (C) the underlying price per share used in such calculation shall be the sum of the price
                                         per share of Common Stock being offered in cash, if any, plus the value of any non-cash
                                         consideration, if any, being offered in such Fundamental Transaction (the “FMV”)
                                         and (D) a remaining option time equal to the time between the date of the public announcement
                                         of the applicable Fundamental Transaction and the Expiration Date. The Company shall
                                         cause any successor entity in a Fundamental Transaction in which the Company is not the
                                         survivor (the “Successor Entity”) to assume in writing all
                                         obligations of the Company under each Warrant in accordance with the provisions of this
                                         Section 4.3 pursuant to agreements in form and substance reasonably satisfactory to the
                                         Registered Holders and approved by the Registered Holder (without unreasonable delay)
                                         prior to such Fundamental Transaction and shall, at the option of each Registered Holder,
                                         deliver to such Registered Holder in exchange for such Registered Holder’s Warrant
                                         a security of the Successor Entity evidenced by a written instrument substantially similar
                                         in form and substance to such Registered Holder’s Warrant which is exercisable
                                         for a corresponding number of shares of capital stock of such Successor Entity (or its
                                         parent entity) equivalent to the shares of Common Stock acquirable and receivable upon
                                         exercise of such Warrant (without regard to the limitations on exercise set forth in
                                         Section 3.4) 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 Common Stock pursuant to such Fundamental
                                         Transaction and the value of such shares of capital stock, such number of shares of capital
                                         stock and such exercise price being for the purpose of protecting the economic value
                                         of such Warrant immediately prior to the consummation of such Fundamental Transaction),
                                         and which is reasonably satisfactory in form and substance to the Registered Holder.
                                         Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed
                                         to, and be substituted for (so that from and after the date of such Fundamental Transaction,
                                         the provisions of this Agreement and each 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 this Agreement
                                         and each Warrant with the same effect as if such Successor Entity had been named as the
                                         Company herein.



 






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		4.5	Calculations.
                                         All calculations under this Section 4 shall be made to the nearest cent or the nearest
                                         whole share, as the case may be. For purposes of this Section 4, any calculation of the
                                         number of shares of Common Stock deemed to be issued and outstanding as of a given date
                                         shall not include treasury shares, if any. Notwithstanding anything to the contrary in
                                         this Section 4, no adjustment in the Exercise Price shall be required unless such adjustment
                                         would require an increase or decrease of at least 1% in such price; provided however,
                                         that any adjustments which by reason of the immediately preceding sentence are not required
                                         to be made shall be carried forward and taken into account in any subsequent adjustment.
                                         In any case in which this Section 4 shall require that an adjustment in the Exercise
                                         Price be made effective as of a record date for a specified event, if the Registered
                                         Holder exercises a Warrant after such record date, the Company may elect to defer, until
                                         the occurrence of such event, the issuance of the shares of Common Stock and other capital
                                         stock of the Company in excess of the shares of Common Stock and other capital stock
                                         of the Company, if any, issuable upon such exercise on the basis of the Exercise Price
                                         in effect prior to such adjustment; provided, however, that in such case the Company
                                         or the Warrant Agent shall deliver to the Registered Holder a due bill or other appropriate
                                         instrument evidencing the Registered Holder’s right to receive such additional
                                         shares and/or other capital securities upon the occurrence of the event requiring such
                                         adjustment.



 


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



 






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



 


		4.8	Form
                                         of Warrant. The form of Warrant need not be changed because of any adjustment pursuant
                                         to this Section 4, and Warrants issued after such adjustment may state the same Exercise
                                         Price and the same number of shares as is stated in the Warrants initially issued pursuant
                                         to this Agreement.



 


		4.9	Other
                                         Events. In case any event shall occur affecting the Company as to which none of the
                                         provisions of preceding subsections of this Section 4 are strictly applicable, but which
                                         would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
                                         impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
                                         then, in each such case, the Company shall appoint a firm of independent public accountants,
                                         investment banking or other appraisal firm of recognized national standing, which shall
                                         give its opinion as to whether or not any adjustment to the rights represented by the
                                         Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if
                                         they determine that an adjustment is necessary, the terms of such adjustment. The Company
                                         shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
                                         recommended in such opinion.



 


		5.	Transfer
                                         and Exchange of Warrants.



 


		5.1	Registration
                                         of Transfer. The Warrant Agent shall register the transfer, from time to time, of
                                         any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for
                                         transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
                                         instructions for transfer, only in the following limited circumstances: (i) transfers
                                         as a gift or gifts, by will or intestacy or to any trust for the direct or indirect benefit
                                         of the Registered Holder or the immediate family of the Registered Holder (provided that
                                         any donee or transferee thereof agrees in writing to be bound by the terms hereof); (ii)
                                         the distribution of Warrants to partners, members, stockholders, other equity holders
                                         of the Registered Holder, or if the Registered Holder is a trust, trust beneficiaries,
                                         in each case, of the Registered Holder’s (provided that any transferee thereof
                                         agrees in writing to be bound by the terms hereof); (iii) transfers of Warrants to the
                                         Registered Holder’s affiliates or to any investment fund or other entity controlled
                                         or managed by the Registered Holder’s (provided that any transferee thereof agrees
                                         in writing to be bound by the terms hereof); and (iv) a tender offer of Warrants of the
                                         Company or any other transaction, including, without limitation, a merger, consolidation
                                         or other business combination, involving a change of control of the Company (including,
                                         without limitation, entering into any lock-up, voting or similar agreement pursuant to
                                         which the Registered Holder may agree to transfer, sell, tender or otherwise dispose
                                         of the Warrants in connection with any such transaction), provided that all Warrants
                                         subject to this Agreement that are not so transferred, sold, tendered or otherwise disposed
                                         of remain subject to this Agreement; and provided further that it shall be a condition
                                         of transfer, sale, tender or other disposition that if such tender offer or other transaction
                                         is not completed, any Warrants subject to this Agreement shall remain subject to the
                                         restrictions herein). Upon any such permitted transfer, a new Warrant representing an
                                         equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled
                                         by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
                                         to the Company from time to time upon request.



 






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		5.2	Procedure
                                         for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together
                                         with a written request for exchange or permitted transfer (in accordance with the limitations
                                         set forth in Section 5.1 of this Agreement), and thereupon the Warrant Agent shall issue
                                         in exchange therefor one or more new Warrants as requested by the Registered Holder of
                                         the Warrants so surrendered, representing an equal aggregate number of Warrants.



 


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



 


		5.4	Warrant
                                         Execution and Countersignature. The Warrant Agent is hereby authorized to countersign
                                         and to deliver, in accordance with the terms of this Agreement, the Warrants required
                                         to be issued pursuant to the provisions of this Section 5.



 


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



 


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



 


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



 






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



 


		6.4	Registration
                                         of Common Stock. The Company shall use reasonable efforts to register the Warrant
                                         Shares in a Registration Statement prior to the Warrants becoming exercisable. Subject
                                         to any Black Out Period (as defined below), the Company will use reasonable efforts to
                                         maintain the effectiveness of such Registration Statement and the prospectus contained
                                         therein, or to file and maintain the effectiveness of another registration statement
                                         under the Securities Act and another current prospectus covering the Warrant Shares issuable
                                         upon exercise of the Warrants at any time that the Warrants are exercisable. In addition,
                                         the Company agrees to use reasonable efforts to register such shares of Common Stock
                                         under the blue sky laws of the states of residence of the exercising Warrant holders
                                         to the extent an exemption from such registration is not available



 


		6.5	Black
                                         Out Periods. If, at any time during which a prospectus for a Registration Statement
                                         is required to be delivered in connection with the sale of any Warrant Shares, the Company
                                         reasonably determines in good faith that a development has occurred or a condition exists
                                         as a result of which the prospectus contains a material misstatement or omission, or
                                         that a material transaction in which the Company is engaged or proposes to engage would
                                         require an amendment to the prospectus or Registration Statement, a supplement to the
                                         applicable Registration Statement and related prospectus, or a filing under the Exchange
                                         Act or other public disclosure of material information and the disclosure of such transaction
                                         would be materially premature or materially injurious to the consummation of the transaction,
                                         the Company will so notify in writing the holders of the Warrant Shares to otherwise
                                         be included in the Registration Statement. Upon receipt of such notification, such holders
                                         and their affiliates will immediately suspend all offers and sales of Warrant Shares
                                         pursuant to such Registration Statement. In such event, the Company will use reasonable
                                         efforts to amend or supplement the applicable Registration Statement and related prospectus
                                         or make such filings or public disclosures as promptly as reasonably practicable consistent
                                         with the restrictions set forth in this Section 6.5 and will use reasonable efforts to
                                         take such other steps as may be required to permit sales of the Warrant Shares thereunder
                                         by the holders of Warrant Shares whose Warrant Shares are to be, or are, included in
                                         the Registration Statement and its affiliates in accordance with applicable federal and
                                         state securities laws as promptly as reasonably practicable. The Company will notify
                                         the holders of Warrant Shares whose Warrant Shares are to be, or are, included in the
                                         Registration Statement after it has determined in good faith that such sales have become
                                         permissible in such manner and will deliver copies of the prospectus (as so amended or
                                         supplemented, if applicable) or, alternatively, provide a link to the prospectus (as
                                         so amended or supplemented, if applicable) on the SEC’s EDGAR system, to the holders
                                         of Warrant Shares whose Warrant Shares are to be, or are, included in the Registration
                                         Statement. The Company shall be entitled to exercise its right under this Section to
                                         suspend the availability of a Registration Statement and prospectus, for a period not
                                         to exceed 60 calendar days (which need not be consecutive days) in any 12-month period,
                                         provided however any suspension that shall extend beyond the period set forth above shall
                                         be deemed a Public Information Failure under this Agreement.



 






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		7.	Concerning
                                         the Warrant Agent and Other Matters.



 


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



 


		7.2	Resignation,
                                         Consolidation, or Merger of Warrant Agent.



 


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



 






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



 


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



 


		7.3	Fees
                                         and Expenses of Warrant Agent.



 


		7.3.1	Remuneration.
                                         The Company agrees to pay the Warrant Agent reasonable remuneration for its services
                                         as such Warrant Agent hereunder and any transfer agent fees which are in addition thereto
                                         and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent
                                         upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution
                                         of its duties hereunder.



 


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



 


		7.4	Liability
                                         of Warrant Agent.



 


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



 


		7.4.2	Indemnity.
                                         The Company agrees to indemnify the Warrant Agent, its employees, officers and directors
                                         (each, an “Indemnified Person”) and save each Indemnified Person harmless
                                         against any and all liabilities, including judgments, costs and reasonable counsel fees,
                                         for anything done or omitted by the Warrant Agent in the execution of this Agreement,
                                         except as a result of the Warrant Agent’s gross negligence, willful misconduct
                                         or bad faith (as determined by a court of competent jurisdiction in a final and non-appealable
                                         judgment).



 






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		7.4.3	Exclusions.
                                         The Warrant Agent shall have no responsibility with respect to the validity of this Agreement
                                         or with respect to the validity or execution of any Warrant (except its countersignature
                                         thereof). The Warrant Agent shall not be responsible for any breach by the Company of
                                         any covenant or condition contained in this Agreement or in any Warrant. The Warrant
                                         Agent shall not be responsible to make any adjustments required under the provisions
                                         of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
                                         or the ascertaining of the existence of facts that would require any such adjustment;
                                         nor shall it by any act hereunder be deemed to make any representation or warranty as
                                         to the authorization or reservation of any shares of Common Stock to be issued pursuant
                                         to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when
                                         issued, be valid and fully paid and non-assessable.



 


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



 


		8.	Miscellaneous
                                         Provisions.



 


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



 


		8.2	Notices.
                                         Any notice, statement or demand authorized by this Warrant Agreement to be given or made
                                         by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently
                                         given (i) when so delivered if by hand or overnight delivery, (ii) when sent, if delivered
                                         by facsimile (provided confirmation of transmission is mechanically or electronically
                                         generated and kept on file by the sending party) or by electronic mail, or (iii) if sent
                                         by certified mail or private courier service within five (5) days after deposit of such
                                         notice, postage prepaid, addressed (until another address is filed in writing by the
                                         Company with the Warrant Agent), as follows:



 


MYnd
Analytics, Inc.





26522
La Alameda, Suite 290





Mission
Viejo, California 92691





Attention:
George Carpenter, Chief Executive Officer


 






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Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given (i) upon receipt if by hand or overnight delivery, (ii) when sent, if delivered
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party) or by electronic mail or (iii) if sent by certified mail or private courier service within five (5) days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


		8.3	Applicable
                                         Law. The validity, interpretation, and performance of this Agreement and of the Warrants
                                         shall be governed in all respects by the laws of the State of New York, without giving
                                         effect to conflicts of law principles that would result in the application of the substantive
                                         laws of another jurisdiction. The Company hereby agrees that any action, proceeding or
                                         claim against it arising out of or relating in any way to this Agreement shall be brought
                                         and enforced in the courts of the State of New York or the United States District Court
                                         for the Southern District of New York, and irrevocably submits to such jurisdiction,
                                         which jurisdiction shall be exclusive. The Company hereby waives any objection to such
                                         exclusive jurisdiction and that such courts represent an inconvenient forum.



 


		8.4	Persons
                                         Having Rights under this Agreement. Nothing in this Agreement shall be construed
                                         to confer upon, or give to, any person or corporation other than the parties hereto and
                                         the Registered Holders of the Warrants any right, remedy, or claim under or by reason
                                         of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement
                                         hereof. All covenants, conditions, stipulations, promises, and agreements contained in
                                         this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto
                                         and their successors and assigns and of the Registered Holders of the Warrants.



 


		8.5	Examination
                                         of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable
                                         times at the office of the Warrant Agent in the Borough of Manhattan, City of New York
                                         and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
                                         Agent may require any such holder to submit his Warrant for inspection by it.



 


		8.6	Counterparts.
                                         This Agreement may be executed in any number of original or facsimile counterparts and
                                         each of such counterparts shall for all purposes be deemed to be an original, and all
                                         such counterparts shall together constitute but one and the same instrument.



 


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



 






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		8.8	Amendments.
                                         This Agreement may be amended by the parties hereto without the consent of any Registered
                                         Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing
                                         any defective provision contained herein or adding or changing any other provisions with
                                         respect to matters arising under this Agreement as the parties may deem necessary or
                                         desirable and that the parties deem shall not adversely affect the interest of the Registered
                                         Holders. All other modifications or amendments shall require the written consent of the
                                         Company and the Registered Holders holding Warrants to purchase at least a majority of
                                         the shares of Common Stock underlying the then outstanding Warrants. No consideration
                                         shall be offered by the Company to any Registered Holder in connection with a modification,
                                         amendment or waiver of this Warrant Agreement or any Warrant without also offering the
                                         same consideration to all Registered Holders.



 


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



 


[SIGNATURE
PAGE TO FOLLOW]


 




    21 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 





	 	MYND
ANALYTICS, INC.
	 	 
	 	By:	/s/ George C. Carpenter, IV
	 	 	  Name:
     George C. Carpenter, IV
  Title:        Chief
Executive Officer
	 	 	 
	 	AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent
	 	 	 
	 	By:	/s/ Jennifer Donovan
	 	 	  Name:
Jennifer Donovan

  Title:
SVP


 





[Signature
Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT
A


 


[FORM
OF WARRANT CERTIFICATE]


 


UNLESS
THIS GLOBAL WARRANT CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF PERMITTED TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY PERMITTED
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO PERMITTED TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO PERMITTED TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT.


 


ANY
PERMITTED TRANSFER OF THE SECURITIES REPRESENTED BY THIS GLOBAL WARRANT CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN
THE WARRANT AGREEMENT (THE “WARRANT AGREEMENT”) DATED AS OF JULY 25 , 2017 BETWEEN MYND ANALYTICS, INC. AND AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC, SOLELY IN ITS CAPACITY AS WARRANT AGENT. BY ACCEPTING DELIVERY OF THE SECURITIES REPRESENTED
BY THIS GLOBAL WARRANT CERTIFICATE, ANY TRANSFEREE SHALL BE DEEMED TO HAVE AGREED TO BE BOUND BY THE WARRANT AGREEMENT AS IF THE
TRANSFEREE HAD EXECUTED AND DELIVERED THE WARRANT AGREEMENT.


 


Number


 


EXERCISABLE
ON OR AFTER JULY 27, 2018


AND
UNTIL 5:00 P.M. (NEW YORK TIME) ON THE EXPIRATION DATE


 






     


     


    

 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


MYND
ANALYTICS, INC.


 


Incorporated
Under the Laws of the State of Delaware


 


Warrant
Certificate


 


This
Warrant Certificate certifies that, or registered assigns, is the registered holder of warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase shares of Common Stock, par value $0.001 (“Common Stock”),
of MYnd Analytics, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon
exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully
paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment
of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement (as defined on the reverse hereof).


 


Each
Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of the shares of Common
Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


 


The
initial Exercise Price per share of Common Stock for any Warrant is equal to $_____ per share. The Exercise Price is subject to
adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
extent not exercised by the end of such Exercise Period, such Warrants shall become void.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without
regard to conflicts of laws principles thereof.


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Global Warrant Certificate to be executed as of [DATE].


 





	 	MYND
ANALYTICS, INC.
	 	 
	 	By:	 
	 	 	  Name:
  Title:
	 	 	 
	 	AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent
	 	 	 
	 	By:	 
	 	 	  Name:

  Title:


 


[Signature
Page to Warrant Certificate]


 






     


     


    

 


[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of July 25, 2017 (the
“Warrant Agreement”), duly executed and delivered by the Company to American Stock Transfer & Trust
Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”), which
Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered
Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in Section 3.3 of the Warrant Agreement.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise:
(i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities
Act; (ii) no “stop order” suspending the effectiveness thereof is in effect; and (iii) a prospectus thereunder relating
to the shares of Common Stock is current, except through “cashless exercise” as provided for in the
Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise
of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant,
the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise,
round up to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in
person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.


 






     


     


    

 


Upon
due presentation for registration of permitted transfer (in accordance with the limitations set forth in Section 5.1 of the Warrant
Agreement) of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the permitted transferee(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of
any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a
stockholder of the Company.


 




     


     


    

 


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


In
accordance with [Warrant Certificate No. enclosed with this Form of Election to Purchase][the Global Warrant Certificate to be
delivered in connection with this Form of Election to Purchase in the manner contemplated by the Warrant Agreement], the undersigned
hereby irrevocably elects to exercise the Warrants evidenced by this Warrant Certificate with respect to Warrant Shares in accordance
with the terms of the Warrant Agreement dated July       , 2017, between MYnd Analytics, Inc., a Delaware corporation, and American
Stock Transfer & Trust Company, LLC, as warrant agent (the “Warrant Agreement”). Terms used and
not defined herein have the meanings specified in the Warrant Agreement.


 


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


 


a
Cash Exercise; or


 


a
Cashless Exercise (provided, however, that, pursuant to the Warrant Agreement, this form of exercise shall only be available if
an effective registration statement is not available for the issuance of the Warrant Shares).


 


2.
Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the
Warrant Shares to be issued pursuant hereto, the Holder hereby agrees to pay the aggregate Exercise Price, in lawful money of
the United States, by certified check payable to the Warrant Agent, as agent for the Company, or bank draft payable to the order
of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company (or as otherwise
agreed to by the Company) delivered to the Warrant Agent, together with any applicable taxes payable by the undersigned pursuant
to the terms of the Warrant Agreement.


 


Unless
the Warrant Shares will be delivered electronically via DWAC, the undersigned requests that certificates for the shares of Common
Stock issuable upon this exercise be issued in the name of:


 


	 	 	 
	Name:	 	
	Address:	 	
	 	 	
	 	 	
	 	 	


	 	 	 	 	 
	Social
    Security or Tax I.D. No.:	 		 	 


 






     


     


    

 


If
the Warrant Shares will be delivered electronically via DWAC, the undersigned requests that the Warrant Shares issuable upon this
exercise be issued to the following account:





	 	 
	Name of DTC Participant:	 
	 	 
	DTC Participant Number:	 
	 	 
	Name of Account at DTC Participant to be credited with the Warrant Shares:	 
	 	 
	Account Number at DTC Participant to be credited with the Warrant Shares:	 
	 	 
	This Election to Purchase is delivered by	 


 


	Date: ____________, 20	 	(Signature)
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	(Tax Identification Number)


 




     


     


    

 


Warrant
Shares Exercise Log 


 


	Date
	 	Number
of Warrant

        Shares
Available to be

        Exercised
	 	Number
of Warrant

        Shares
Exercised
	 	Number
of

        Warrant
Shares

        Remaining
to be

        Exercised