Exhibit
4.5


 





NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	 	Right
    to Purchase           shares of Common Stock of Jerrick Media Holdings,
    Inc. (subject to adjustment as provided herein)


 


COMMON
STOCK PURCHASE WARRANT


 


	No.	Issue Date:




 


JERRICK
MEDIA HOLDINGS, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby
certifies that, for value received_____________________, with an address at_________________________________, or its assigns
(the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time
after the Issue Date until 5:00 p.m., E.D.T. on the five (5) year anniversary of the Issue Date (the “Expiration Date”),
up to 25,000 fully paid and non-assessable shares of the Company’s common stock, par value $0.001 per share (the
“Common Stock”) at a per share purchase price of $0.35. The aforedescribed purchase price per share, as adjusted from
time to time as herein provided, is referred to herein as the “Purchase Price.” The number and character of
such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase
Price for some or all of the Warrants, temporarily or permanently, provided such reduction is made as to all outstanding
Warrants for all Holders of such Warrants. Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in that certain Subscription Agreement (the “Subscription Agreement”) entered into by the Company
and Holder pursuant to which this Warrant has been issued.


 


As
used herein the following terms, unless the context otherwise requires, have the following respective meanings:


 


(a)
The term “Company” shall mean Jerrick Media Holdings, Inc., a Nevada corporation.


 






     


     

    

 


(b)
The term “Common Stock” includes (i) the Company’s Common Stock, $0.001 par value per share and (ii)
any other securities into which or for which any of the securities described in (i) may be converted or exchanged pursuant to
a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(c)
The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company
or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall
have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable
or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 5 hereof
or otherwise.


 


(d)
The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.


  


1.
Exercise of Warrant.


 


1.1.
Number of Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder
shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of Section 1.2 hereof
or upon exercise of this Warrant in part in accordance with Section 1.3 hereof, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 3 hereof.


 


1.2.
Full Exercise. This Warrant may be exercised in full by the Holder hereof by delivery to the Company of an original or
facsimile copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly
executed by such Holder and delivered within two (2) business days thereafter of payment, in cash, wire transfer or by certified
or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in effect. The original Warrant is not required to
be surrendered to the Company until it has been fully exercised.


 


1.3.
Partial Exercise. This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription
Form in the manner and at the place provided in Section 1.2 hereof, except that the amount payable by the Holder on such
partial exercise shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the
Holder in the Subscription Form by (b) the Purchase Price then in effect. On any such partial exercise, upon the written request
of the Holder, provided the Holder has surrendered the original Warrant, the Company, at its expense, will forthwith issue and
deliver to or upon the order of the Holder a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock for which such
Warrant may still be exercised.


 






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1.4.
Fair Market Value. For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular
date (the “Determination Date”) shall mean:


 


(a)
If the Company’s Common Stock is traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the
NASDAQ Capital Market, the New York Stock Exchange or the NYSE AMEX Equities, then the average of the closing sale prices of the
Common Stock for the five (5) trading days immediately prior to (but not including) the Determination Date;


 


(b)
If the Company’s Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market,
the NASDAQ Capital Market, the New York Stock Exchange or the NYSE AMEX Equities, but is traded on the OTC Bulletin Board or in
the over-the-counter market or Pink Sheets, then the average of the closing bid and ask prices reported for the five (5) trading
days immediately prior to (but not including) the Determination Date;


 


(c)
Except as provided in clause (d) below and Section 3.1 hereof, if the Company’s Common Stock is not publicly traded,
then as the Holder and the Company shall mutually agree, or in the absence of such an agreement after good faith efforts of the
Company and the Holder to reach an agreement, by arbitration in accordance with the rules then standing of the American Arbitration
Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the
matter to be decided; or


 


(d)
If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of
the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.


 


1.5.
Company Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 






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1.6.
Delivery of Stock Certificates, etc. on Exercise. The Company agrees that, provided the purchase price listed in the Subscription
Form is received as specified in Section 2 hereof, the shares of Common Stock purchased upon exercise of this Warrant shall
be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which
delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after
the exercise of this Warrant in full or in part and the payment is made, and in any event within five (5) business days thereafter
(“Warrant Share Delivery Date”), the Company, at its expense (including the payment by it of any applicable
issue taxes), will cause to be issued in the name of, and delivered to, the Holder hereof, or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates
for the number of duly and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which
such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stock, together with
any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such
exercise pursuant to Section 1 hereof or otherwise. The Company understands that a delay in the delivery of the Warrant
Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such
loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares
upon exercise of this Warrant the proportionate amount of $100 per business day after the Warrant Share Delivery Date for each
$10,000 of Purchase Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall
promptly pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to
any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery
of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by
delivery of a written notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their
respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages
described above shall be payable through the date notice of revocation or rescission is given to the Company.


 


1.7.
Buy-In. In addition to any other rights available to the Holder, if the Company fails to deliver to a Holder the Warrant
Shares as required pursuant to this Warrant, and the Holder or a broker on the Holder’s behalf, purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Warrant Shares which
the Holder was entitled to receive from the Company (a “Buy-In”), then the Company shall pay in cash to the
Holder (in addition to any remedies available to or elected by the Holder) the amount by which (A) the Holder’s total purchase
price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate Purchase
Price of the Warrant Shares required to have been delivered together with interest thereon at a rate of 15% per annum, accruing
until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as
a penalty). For purposes of illustration, if a Holder purchases shares of Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to $10,000 of Purchase Price of Warrant Shares to have been received upon exercise of this Warrant,
the Company shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In, which shall include evidence of the price at which such Holder had
to purchase the Common Stock in an open-market transaction or otherwise.


 






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2.
Payment of Purchase Price; Cashless Exercise.


 


(a)
Payment upon exercise may be made at the written option of the Holder either in (i) cash, wire transfer or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate Purchase Price, (ii) by delivery of Common Stock
issuable upon exercise of the Warrants in accordance with Section (b) below or (iii) by a combination of any of the foregoing
methods, in each case accompanied by delivery of a properly endorsed Subscription Form, for the number of Common Stock specified
in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided
herein. Notwithstanding the immediately preceding sentence, payment upon exercise may be made in the manner described in Section
2(b) below only with respect to Warrant Shares not included for unrestricted public resale in an effective registration
statement on the date notice of exercise is given by the Holder.


 


(b)
If the Fair Market Value of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth
below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined
below) of this Warrant (or the portion thereof being cancelled) by delivery of a properly endorsed Subscription Form delivered
to the Company by any means described in Section 13 hereof, in which event the Company shall issue to the holder a number
of shares of Common Stock computed using the following formula:


 


X=Y
(A-B)


          A


 


	 	Where
    X= the number of shares of Common Stock to be issued to the Holder
	 	 	 
	 	Y=	the
        number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised,
        the portion of the Warrant being exercised (at the date of such calculation)

         

	 	A=	Fair
        Market Value

         

	 	B=	Purchase
    Price (as adjusted to the date of such calculation)


 


For
purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued
in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Holder, and the
holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.


 






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3.
Adjustment for Reorganization, Consolidation, Merger, etc.


 


3.1.
Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation
of the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another entity) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property,
(D) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, or spin-off) with one or more persons or entities whereby such other persons or entities acquire more than the
50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by such other persons or entities
making or party to, or associated or affiliated with the other persons or entities making or party to, such stock purchase agreement
or other business combination), (E) any “person” or “group” (as these terms are used for purposes of Sections
13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, of 50% of the aggregate Common Stock of the Company, or (F) the Company effects any reclassification
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 (in any such case, a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise
of this Warrant, 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 upon or
as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) if the Company is acquired
in (1) a transaction where the consideration paid to the holders of the Common Stock consists solely of cash, (2) a “Rule
13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act, or (3) a transaction involving a person or entity not traded
on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, cash
equal to the Black-Scholes Value (as defined herein). For purposes of any such exercise, the determination of the Purchase 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 Purchase 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 the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of
this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor
to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the
foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms
of any agreement pursuant to which a Fundamental Transaction is effected include terms requiring any such successor or surviving
entity to comply with the provisions of this Section 3.1 and insuring that this Warrant (or any such replacement security)
will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. “Black-Scholes Value”
shall be determined in accordance with the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
L.P. using (i) a price per share of Common Stock equal to the Volume Weighted Average Price of the Common Stock for the Trading
Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding
to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of such request and (iii) an
expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg L.P. determined as of the Trading
Day immediately following the public announcement of the applicable Fundamental Transaction.


 






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3.2.
Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3 hereof, this Warrant shall continue in full force and effect and the terms hereof shall be
applicable to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding
upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant
as provided in Section 5hereof.


 


3.3
Share Issuance. Until the Expiration Date, if the Company shall issue any Common Stock, except for Excepted Issuances (as
defined below), prior to the complete exercise of this Warrant for a consideration less than the Purchase Price that would be
in effect at the time of such issuance, then, and thereafter successively upon each such issuance, the Purchase Price shall be
reduced to such other lower price for then outstanding Warrants. For purposes of this adjustment, the issuance of any security
or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant
to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the of the above-described security,
debt instrument, warrant, right, or option if such security or debt instrument may be converted or exercised at a price lower
than the Purchase Price in effect upon such issuance and again at any time upon any actual, permitted, optional, or allowed issuances
of shares of Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such
issuance is at a price lower than the Purchase Price in effect upon any actual, permitted, optional, or allowed such issuance.
Common Stock issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.001
per share of Common Stock. Excepted Issuances means: (i) the Company’s issuance of Common Stock in full or partial consideration
in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets
of a corporation or other entity, so long as such issuances are not for the purpose of raising capital and which holders of such
securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection
with strategic license agreements and other partnering arrangements, so long as such issuances are not for the purpose of raising
capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s
issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants,
pursuant to employee stock option plans, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable
or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant and (v) issuance
of Common Stock as a result of the exercise of this Warrant.


 


4.
Registration Rights. The Holder of this Warrant shall have such registration rights for the Warrant Shares as are contained
in the Subscription Agreement.


 






    	 	7	 



     

    

 


5.
Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of Common
Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or
(c) combine its outstanding shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such event,
the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price
by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event
and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product
so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in
the same manner upon the happening of any successive event or events described in this Section 5. The number of shares
of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted
to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this
Section 5) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise
(but for the provisions of this Section 5) be in effect, and (b) the denominator is the Purchase Price in effect on the
date of such exercise.


 


6.
Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable on the exercise of the Warrants or in the Purchase Price, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional
shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares
of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and
as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the
Holder of the Warrant and any Warrant Agent (as defined herein) of the Company (appointed pursuant to Section 11 hereof).
Holder will be entitled to the benefit of the adjustment regardless of the giving of such notice. The timely giving of such notice
to Holder is a material obligation of the Company.


 


7.
Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve
and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof, upon written request, to receive
copies of all financial and other information distributed or required to be distributed to the holders of the Company’s
Common Stock.


 






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8.
Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced
hereby, may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange
of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor
Endorsement Form”) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer
of this Warrant will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of
the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified
in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof
for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 


9.
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant
of like tenor.


 


10.
Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that
number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Holder and its Affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result
in beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock on such
date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the 1934 Act and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises
which would result in the issuance of more than 4.99%. The Holder may allocate which of the equity of the Company deemed beneficially
owned by the Holder shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%.
The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one (61) days’ prior notice from
the Holder to the Company to increase such percentage.


 


11.
Warrant Agent. The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”)
for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1 hereof,
exchanging this Warrant pursuant to Section 8 hereof, and replacing this Warrant pursuant to Section 9 hereof, or
any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office
by such Warrant Agent.


 


12.
Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat
the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


  






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13.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received), or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to the Company, to Jerrick Media Holdings, Inc., 202 South Dean
Street, Englewood, NJ, Attn: Jeremy Frommer, with a copy by fax only to (which shall not constitute notice) Lucosky Brookman LLP,
101 Wood Avenue South, 5th Floor, Iselin, NJ 08830, Attn: Joseph M. Lucosky, Esq., facsimile: (732) 395-4401, and (ii) if to the
Holder, to the address and facsimile number listed on the first paragraph of this Warrant.


 


14.
Law Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of
New Jersey without regard to its principles of conflicts of laws or of any other State. Any action brought by either party hereto
against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of New Jersey
or in the federal courts located in the state of New Jersey. The parties to this Warrant hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. The Company and the Holder waive trial by jury. The prevailing party shall
be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of
this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to, such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Warrant or any other transaction document by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law.


 


[-Signature
Page Follows-]


 






    	 	10	 



     

    

 


IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.


 


	 	JERRICK
    MEDIA HOLDINGS, INC.	 
	 	 	 
	 	By:	 	 
	 	Name: 	Jeremy
    Frommer	 
	 	Title: 	Chief
    Executive Officer	 


  






    	 	11	 



     

    

 


Exhibit
A


 


FORM
OF EXERCISE


(to
be signed only on exercise of Warrant)


 


TO:
JERRICK MEDIA HOLDINGS, INC.


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check
applicable box):


 


___
________ shares of the Common Stock covered by such Warrant; or


	___	the
    maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in
    Section 2 of the Warrant.


 


The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant,
which is $______. Such payment takes the form of (check applicable box or boxes):


 


___
$__________ in lawful money of the United States; and/or


	___	the
    cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using
    a Fair Market Value of $_______ per share for purposes of this calculation); and/or


 


	___	the
    cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section
    2 of the Warrant, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant
    to the cashless exercise procedure set forth in Section 2.


 


After
application of the cashless exercise feature as described above, _____________ shares of Common Stock are required to be delivered
pursuant to the instructions below.


 


The
undersigned requests that the certificates for such shares be issued in the name of, and delivered to ___________________________________________________________,
whose address is _______________________________________________________________________________________________.


 


The
undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the
within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities
Act”), or pursuant to an exemption from registration under the Securities Act.


 


	Dated:___________________	 	 
	 	 	(Signature
        must conform to name of holder as

        specified
        on the face of the Warrant)

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)


 




     


     

    

 


Exhibit
B


 


FORM
OF TRANSFEROR ENDORSEMENT


(To
be signed only on transfer of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of JERRICK MEDIA HOLDINGS,
INC. to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of JERRICK MEDIA HOLDINGS, INC., with full power of substitution in the premises.


 


	Transferees	 	Percentage
    Transferred	 	Number
    Transferred
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Dated:
    __________________, _______	 	 
	 	 	(Signature
        must conform to name of holder as specified

        on
        the face of the warrant)

	 	 	 
	Signed
    in the presence of: 	 	 
	 	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	 	 	 
	ACCEPTED
    AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
	 	 	 
	(Name)