Exhibit
4.2


 


WARRANT
AGENT AGREEMENT


 


WARRANT
AGENT AGREEMENT (this “Warrant Agreement”) dated as of [      ], 2021 (the “Issuance Date”)
between Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant
Agent”).


 


WHEREAS,
pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated [
     ], 2021, by and among the Company and EF Hutton, division of Benchmark Investments, LLC, as
representative of the underwriters set forth therein (the “Representative”), the Company is engaged in a public
offering (the “Offering”) of up to [      ] shares (the “Shares”) of common stock, par
value $0.0001 per share (the “Common Stock”) of the Company and up to [      ] warrants (the
“Warrants”) to purchase shares of Common Stock (the “Warrant Shares”), including Shares and
Warrants issuable pursuant to the underwriters’ over-allotment option;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on
Form S-1 (File No. 333-255205) (as the same may be amended from time to time, the “Registration Statement”),
for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares,
Warrants, Warrant Shares, warrants (the “Representative Warrants”) to purchase up to [
     ] shares of Common Stock issuable to the Representative and/or its designees and shares of Common
Stock issuable upon exercise of the Representative Warrants and such Registration Statement was declared effective on [
     ], 2021;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with
the terms set forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


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


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Warrant Agreement.


 


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


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and
conditions set forth in this Warrant Agreement (and no implied terms or conditions).


 


2.
Warrants.


 


2.1
Form of Warrants. The Warrants shall be registered securities and shall be initially evidenced by a global Warrant certificate
(“Global Certificate”) in the form of Annex A to this Warrant Agreement, which shall be deposited
on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede &
Co., as nominee of DTC. If DTC subsequently ceases to make its settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding making arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it
is no longer necessary to have the Warrants available in, registration in the name of Cede & Co., as nominee of DTC, the Company
may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate,
and the Company shall instruct the Warrant Agent to deliver to each Holder (as defined below) separate certificates evidencing the Warrants
(“Definitive Certificates” and, together with the Global Certificate, “Warrant Certificates”),
in the form of Annex B to this Warrant Agreement. The Warrants represented by the Global Certificate are referred to as
“Global Warrants”.


 




     


     


    

 


2.2
Issuance and Registration of Warrants.


 


2.2.1
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Any person in whose name ownership of a beneficial interest in the Warrants
evidenced by a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed the “beneficial owner”
thereof, provided that all such beneficial interests shall be held through a Participant (as defined below), which shall be the registered
holder of such Warrants.


 


2.2.2
Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver
the Warrants in the DTC settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership
of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
(i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”), subject to a Holder’s
right to elect to receive a Definitive Certificate. Any Holder desiring to elect to receive a Warrant in certificated form shall make
such request in writing delivered to the Warrant Agent pursuant to Section 2.2.8, and shall surrender to the Warrant Agent the interest
of the Holder on the books of the Participant evidencing the Warrants which are to be represented by a Definitive Certificate through
the DTC settlement system. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Definitive Certificate
or Definitive Certificates, as the case may be, as so requested. Alternatively, non-certificated warrants may be issued and the Warrant
Agent will deliver a statement representing the book-entry position to the Holder upon written instructions from the Company, the Holder,
or DTC.


 


2.2.3
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization
furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners
in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a Participant through the DTC system, except to
the extent set forth herein or in the Global Certificate.


 


2.2.4
Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile
signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same
signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In
case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company
before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be
countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant
Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by
any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized
to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized
Officer.


 


2.2.5
Registration of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be
registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate
or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder
desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in
writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing
the Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged. Thereupon, the Warrant
Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be,
as so requested. The Warrant Agent may require reasonable and customary payment, by the Holder requesting a registration of transfer
of Warrants or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the
Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with such registration of transfer, split-up, combination or exchange, together with reimbursement to the Warrant Agent
of all reasonable expenses incidental thereto.


 




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2.2.6
Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity
or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental
thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on
behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate
so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement
of lost Warrant Certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple certificates.
The Warrant Agent may receive compensation from the surety companies or surety bond agents for administrative services provided to them.


 


2.2.7
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial
holders that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or
the Warrants; provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise of those Warrants shall
be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


2.2.8
Warrant Certificate Request. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below)
pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange
of some or all of such Holder’s Global Warrants for a Definitive Certificate evidencing the same number of Warrants, which request
shall be in the form attached hereto as Exhibit A (a “Warrant Certificate Request Notice” and the
date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date”
and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Definitive
Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly
issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate
Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants, shall be electronically executed
by an authorized signatory of the Company, shall be in the form attached hereto as Annex B, and shall be reasonably acceptable
in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent
to deliver, the Definitive Certificate to the Holder within the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period of the Warrant Certificate Request Notice pursuant to the delivery instructions
in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason
to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery
Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced
by such Definitive Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant Certificate Request
Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate
is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and
agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the
Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for
all purposes to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Warrant
Agreement. “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not
be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York
generally are open for use by customers on such day.


 




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2.2.9
For purposes of clarity, if there is a conflict between the express terms of this Warrant Agreement and the Warrant certificate in the
form of Annex B hereto with respect to terms of the Warrants, the terms of the Warrant certificate shall govern and control.


 


3.
Terms and Exercise of Warrants.


 


3.1 Exercise
Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this
Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $ [
 ]1 per whole share, subject to the subsequent adjustments provided in
Section 4 hereof. The term “Exercise Price” as used in this Warrant Agreement refers to the price per share at
which shares of Common Stock may be purchased at the time a Warrant is exercised. The aggregate Exercise Price shall be wired
directly to the Company pursuant to the instructions set forth on Exhibit B attached hereto.


 


3.2 Duration
of Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing on the Issuance Date
and terminating at 5:00 P.M., New York City time (the “close of business”) on [ ], 2026 (“Expiration Date”).
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 Warrant Agreement shall cease at the close of business on the Expiration Date.


 


3.3 Exercise
of Warrants.


 


3.3.1 Exercise
and Payment.


 


(a)
Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times during the Exercise
Period by delivery to the Warrant Agent (with a copy to the Company) of the Notice of Exercise in the form annexed as Exhibit A
hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the
number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of Exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 3.3.6 below is
specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary,
the Holder shall surrender such Warrant to the Warrant Agent for cancellation within three (3) Trading Days of the date the Notice
of Exercise is delivered to the Warrant Agent. Partial exercises of a Warrant resulting in purchases of a portion of the total number
of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Warrant Agent shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Warrant Agent shall deliver any objection to any Notice of
Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares
under a Warrant, the number of Warrant Shares available for purchase thereunder at any given time may be less than the amount stated
on the face thereof.


 


(b)
Notwithstanding the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing
such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall effect
exercises made pursuant to this Section 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriate
instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation,
as applicable), subject to a holder’s right to elect to receive a Definitive Warrant pursuant to the terms of this Warrant Agreement,
in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise Warrants, solely for
purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to have exercised such
Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.


 


 






1
125% of public offering price.


 




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3.3.2 Issuance
of Warrant Shares.


 


(a)
The Warrant Agent shall, on the Trading Day following the date it receives a Notice of Exercise, advise the Company and the transfer
agent and registrar for the Company’s Common Stock (if the Warrant Agent is not the transfer agent), in respect of
(i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such
exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with
respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and
(iii) such other information as the Company or such transfer agent and registrar shall reasonably request.


 


(b)
The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
the account of the Holder’s or its designee’s balance account with DTC through its Deposit or Withdrawal at Custodian system
(“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant is being
exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register
in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) two (2) Trading Days
and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of
Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which a Warrant has been
exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than
in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days of and (ii) the number
of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any
reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading
Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant
Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer
agent that is a participant in the FAST program so long as the Warrants remain outstanding and exercisable. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary
Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.


 


3.3.3 Valid
Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4 No
Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment
made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a
share, the Company shall, upon such exercise, round up or down, as applicable, to the nearest whole number the number of Warrant Shares
to be issued to such Holder.


 


3.3.5 No
Transfer Taxes. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event Warrant Shares are to be issued in a name other than the name of the Holder, the Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer
Agent fees required for same-day processing of any Notice of Exercise and all fees to the DTC (or another established clearing corporation
performing similar functions) required for same-day electronic delivery of the Warrant Shares.


 


3.3.6 Restrictive
Legend Events; Cashless Exercise Under Certain Circumstances.


 




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(i)
The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement and the current status
of the prospectus included therein or to file and maintain the effectiveness of another registration statement and another current prospectus
covering the Warrants and the Warrant Shares at any time that the Warrants are exercisable. The Company shall provide to the Warrant
Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant Shares via DTC transfer or
otherwise without restrictive legend because (A) the Commission has issued a stop order with respect to the Registration Statement,
(B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (D) the
prospectus contained in the Registration Statement is not available for the issuance of the Warrant Shares to the Holder or (E) otherwise
(each a “Restrictive Legend Event”). To the extent that the Warrants cannot be exercised as a result of a Restrictive
Legend Event or a Restrictive Legend Event occurs after a Holder has exercised Warrants in accordance with the terms of the Warrants
but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder, which shall be given within five (5) days
of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Notice of Exercise and the
Company shall return all consideration paid by registered holder for such shares upon such rescission or (B) treat the attempted
exercise as a cashless exercise as described in paragraph (ii) below and refund the cash portion of the exercise price to the Holder.


 


(ii)
If a Restrictive Legend Event has occurred and is continuing, the Warrants may also be exercisable on a cashless basis. Notwithstanding
anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in
lieu of delivery of the Warrant Shares. Upon a “cashless exercise”, the Holder shall be entitled to receive the number of
Warrant Shares equal to the quotient (if such quotient would be a positive number) obtained by dividing (A-B) (X) by (A), where:


 


(A) =
As applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice
of Exercise is (1) both executed and delivered pursuant to Section 3.3 hereof on a day that is not a Trading Day or (2) both
executed and delivered pursuant to Section 3.3 hereof on a Trading Day prior to the opening of “regular trading hours”
(as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at
the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise
or (z) the Bid Price of the Common Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s
execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a
Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular
trading hours” on a Trading Day) pursuant to Section 3.3 hereof, or (iii) the VWAP on the date of the applicable
Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered
pursuant to Section 3.3 hereof after the close of “regular trading hours” on such Trading Day.


 


(B) =
The Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


(X) =
the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 




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If
the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of
the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised and the holding period
of the Warrants being exercised may be tacked to the holding period of the Warrant Shares, and the Company agrees not to take any position
contrary thereto, except as required by applicable law based on additional facts and circumstances. Upon receipt of a Notice of Exercise
for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Notice of Exercise to the Company to confirm the number
of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent in
a written notice, and the Warrant Agent shall have no duty, responsibility or obligation under this section to calculate, the number
of Warrant Shares issuable in connection with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively on any
such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be
taken by it in accordance with such written instructions or pursuant to this Warrant Agreement.


 


3.3.7
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of
Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares
that are not disputed.


 


3.3.8
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 3.3.2(b) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the
Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any,
by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to
deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder
the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect
to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide
the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 




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3.3.9
Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a Warrant, and a Holder shall not
have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect
to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates
(as defined below), and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates (such persons,
“Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).
For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and
Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Warrant with respect to which such
determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of
the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties
and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without
limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time shares of Common Stock,
including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common
Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this
Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged
by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of
the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that
the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other
securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, 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 this Section 3.3.9, in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written
or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the 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 such Warrant, by the Holder or its Affiliates or Attribution
Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a
Warrant. The Holder, upon written notice to the Company and the Warrant Agent, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a Warrant
held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation
will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 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. The limitations contained
in this paragraph shall apply to a successor holder of a Warrant.


 


4.
Adjustments.


 


4.1
Adjustment upon Subdivisions or Combinations. If the Company, at any time while the Warrants are outstanding: (i) pays a
stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the
Company upon exercise of the Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any)
outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of each Warrant shall be proportionately
adjusted such that the aggregate Exercise Price of such Warrant shall remain unchanged. Any adjustment made pursuant to this Section 4.1
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 






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4.2
Adjustment for Other Distributions.


 


(a)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4.1 above, if at any time the Company
grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to
the record holders of any class of shares 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 a Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


(b)
Dividends. If the Company, at any time during the Exercise Period, shall pay a dividend in cash, securities or other assets
to all holders of Common Stock (or other shares of the Company’s capital stock for which the Warrants are exercisable), other than
a transaction described in Sections 4.1, 4.2(a) or 4.3 (any such non-excluded event being referred to herein as a “Dividend”),
then the Exercise Price shall be decreased, effective immediately after the effective date of such Dividend, by the quotient of (i) the
gross amount of cash and/or fair market value (as determined by the Company’s Board of Directors, in good faith) of all securities
or other assets paid to the holders of Common Stock (or other shares of the Company’s capital stock for which the Warrants are
exercisable) in respect of such Dividend divided by (ii) the sum of the number of shares of Common Stock (or other shares of the
Company’s capital stock into which the Warrants are exercisable) outstanding at the time of the Dividend plus the number of shares
of Common Stock then issuable upon exercise of all outstanding Warrants, provided, that the Exercise Price shall not be reduced below
zero.


 


4.3
Fundamental Transaction. 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 all 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 all outstanding shares of Common Stock are
effectively converted into or exchanged for other securities, cash or property, or (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 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 (without regard to any limitation in Section 3.3.9 on the exercise of a
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 such amount of cash or any other consideration (collectively, 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 3.3.9 on the exercise of a Warrant). 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 the Holder shall be given the same choice as to the Alternate Consideration it receives
upon any exercise of a Warrant following such Fundamental Transaction. 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 of the obligations
of the Company under the Warrants in accordance with the provisions of this Section 4.3 pursuant to written agreements prior to
or during such Fundamental Transaction. 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 the Warrants referring to
the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall
assume all of the obligations of the Company under the Warrants with the same effect as if such Successor Entity had been named as the
Company therein.


 




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The
Company shall instruct the Warrant Agent in writing to mail by first class mail, postage prepaid, to each Holder, written notice of the
execution of any such amendment, supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into
by the successor corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine
the correctness of any provisions contained in such agreement or such notice, including but not limited to, any provisions relating either
to the kind or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and
provided therein for any adjustments, and shall be entitled to rely conclusively for all purposes upon the provisions contained in any
such agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations,
mergers, sales and conveyances of the kind described above.


 


4.4
Notices to Holder.


 


(a)
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4,
the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment
and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


(b)
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock,
(C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the
Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least twenty (20)
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record
is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is
expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled
to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice required
by this Warrant Agreement constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. Provided such notice
occurs within the Exercise Period, the Holder shall remain entitled to exercise a Warrant during the period commencing on the date of
such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 




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4.5
Other Events. If any event occurs of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock rights
or other rights with equity features to all holders of Common Stock for no consideration), then the Company’s Board of Directors
will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate such
additional consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder. No adjustment
to the Exercise Price will be made pursuant to more than one sub-section of this Section 4 in connection with a single issuance.


 


4.6
Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant 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 Warrant Shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice to each Holder,
at the last address set forth for such holder in the Warrant Register, as 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. The Warrant Agent shall be entitled
to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided by the Company
with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any related matter,
and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate,
notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment
unless and until it shall have received written notice thereof from the Company.


 


5.
Restrictive Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or delivery
of a Warrant Certificate for a fraction of a Warrant.


 


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


 


6.1
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of
Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether
any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.


 


6.2
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.


 


7.
Concerning the Warrant Agent and Other Matters.


 


7.1
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing
by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected
for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in
accordance with this Section 7.1.


 




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7.2
(a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company
shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s
out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the reasonable fees and expenses of
the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at
competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing
and use of the Warrant Agent’s billing systems.


 


(b)
All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within thirty (30) days of the Company’s
receipt of an invoice.


 


(c)
No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.


 


7.3
As agent for the Company hereunder, the Warrant Agent:


 


(a)
shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing
by the Warrant Agent and the Company;


 


(b)
shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness
of the Warrants or any Warrant Shares;


 


(c)
shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder,
and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required
to act unless it has been furnished with an indemnity reasonably satisfactory to it;


 


(d)
may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion,
notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed by
it to be genuine and to have been signed by the proper party or parties;


 


(e)
shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents
relating thereto;


 


(f)
shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating
to the Warrants, including, without limitation, obligations under applicable securities laws;


 


(g)
may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions
with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying
any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance
of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection
with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for
those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Warrant
Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date
on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action
taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified
in such application (which date shall not be less than five (5) Business Days after the date such application is sent to the Company,
unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall
have received written instructions in response to such application specifying the action to be taken or omitted;


 




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(h)
 may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall
be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith
and in accordance with the advice of such counsel;


 


(i)
may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall
not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed
with reasonable care by it in connection with this Warrant Agreement;


 


(j)
is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person and


 


(k)
shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any
political subdivision thereof.


 


7.4
(a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action
taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement.
Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect,
incidental, consequential or punitive losses or damages of any kind whatsoever (including, but not limited to, lost profits), even if
the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of
the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be
liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including,
but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires,
civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications
facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences.


 


(b)
In the event any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s
duties under this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and
shall not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate,
it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent
jurisdiction, binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written
document in form and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant
Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders
and all other persons that may have an interest in the settlement.


 


7.5
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses
of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result
of the Warrant Agent’s gross negligence or willful misconduct.


 


7.6
Unless terminated earlier by the parties hereto, this Warrant Agreement shall terminate ninety (90) days after the earlier of the
Expiration Date and the date on which no Warrants remain outstanding (the “Termination Date”). On the business
day following the Termination Date, the Warrant Agent shall deliver to the Company any entitlements, if any, held by the Warrant
Agent under this Warrant Agreement. The Warrant Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as
provided in this Section 7 shall survive the termination of this Warrant Agreement.


 


7.7
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall
be construed and enforced as if such provision had not been contained herein and shall be deemed an agreement among the parties to it
to the full extent permitted by applicable law.


 




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7.8
The Company represents and warrants that (a) it is duly incorporated and validly existing under the laws of its jurisdiction of
incorporation, (b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated
thereby (including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach
of or constitute a default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement
or instrument to which it is a party or is bound, (c) this Warrant Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid, binding and enforceable obligation of the Company, (d) the Warrants will comply in all material
respects with all applicable requirements of law and (e) to the best of its knowledge, there is no litigation pending or threatened
as of the date hereof in connection with the offering of the Warrants.


 


7.9
In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time
to time be amended, the terms of this Warrant Agreement shall control.


 


7.10 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, including, without limitation, the copy of any Notice of Exercise, shall be in writing and delivered by e-mail,
hand or sent by a nationally recognized overnight courier service, addressed (until another address is filed in writing by the Company
with the Warrant Agent) as set forth below and if to any holder any notice, statement or demand shall be given to the last address set
forth for such holder (if any) in the Warrant Register:


 


Pasithea
Therapeutics Corp.


1111
Lincoln Road, Suite 500


Miami
Beach, FL 33139


Attention:
Dr. Tiago Reis Marques


Email:
tiago.marques@kcl.ac.uk


 


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


 


McDermott
Will & Emery LLP


340
Madison Avenue


New
York, NY 10173-1922


Attention:
Robert Cohen, Esq.


Email:
RCohen@mwe.com


 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent, including, without limitation, any Notice of Exercise, shall be in writing and delivered by facsimile, hand
or sent by a nationally recognized overnight courier service, addressed (until another address is filed in writing by the Warrant Agent
with the Company), as follows:


 


VStock
Transfer, LLC


18
Lafayette Place


Woodmere,
New York 11598


Fax
No: (646) 536-3179


Email:
info@vstocktransfer.com


 


Any
notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth above in
this Section 7.10 prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or e-mail at the e-mail address set forth in this
Section 7.10 on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the
second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or
(iv) upon actual receipt by the party to whom such notice is required to be given. Notwithstanding any other provision of this Warrant
Agreement, where this Warrant Agreement provides for notice of any event to the Holder, if a Warrant is held in global form by DTC (or
any successor depositary), such notice shall be sufficiently given if given to DTC (or any successor depositary) pursuant to the procedures
of DTC (or such successor depositary).


 




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7.11 (a)
This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings
relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of
Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that
any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address
last specified for notices hereunder.


 


(b)
This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This
Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent
of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required
for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger,
consolidation, sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute
an assignment of this Warrant Agreement.


 


(c)
No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties.
The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any 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 or questions arising under this Warrant Agreement as the parties may deem necessary or desirable and
that the parties determine, in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements
shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants, provided that adjustments may
be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.


 


7.12 Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders
to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants
or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid to the Warrant
Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction
of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


7.13 Resignation
of Warrant Agent.


 


7.13.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter
period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent,
after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time
as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination 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, then
the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent at
the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties
of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent),
whether appointed by the Company or by such court, shall be a person organized and existing under the laws of any state of the United
States of America, in good standing, 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, and except for executing and delivering documents as provided in the sentence that follows,
the predecessor Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled
to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including,
but not limited to, its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the
Company, 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.


 




    15


    


    

 


7.13.2
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.


 


7.13.3
Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which
it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party
or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor
Warrant Agent under this Warrant Agreement, without any further act or deed.


 


8.
Miscellaneous Provisions.


 


8.1
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied
from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof.


 


8.2
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office
of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require
any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic 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.


 


8.4
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.


 


9.
Certain Definitions. As used herein, the following terms shall have the following meanings:


 


(i)
“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with
respect to, any issuance, sale or delivery (or deemed issuance, sale or delivery in accordance with Section 4) of Common Stock (other
than rights of the type described in Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration received
by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash
adjustment or other similar rights) but excluding anti-dilution and other similar rights (including pursuant to Section 4.4 of this
Agreement).


 


(ii)
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities
Act.


 


(iii)
“person” shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association,
trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto.


 


(iv) “Trading
Day” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market in the United States on which the
Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final
hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on
such exchange or market, then during the hour ending at 4:00 P.M., New York City time)


 




    16


    


    

 


(v)
“Trading Market” means the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market or the New York Stock Exchange (or any successors to any of the foregoing).


 


(vi) “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if
the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the
“Pink Open Market” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market
value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


[SIGNATURE
PAGE FOLLOWS]


 




    17


    


    

 


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


 


	 	PASITHEA
    THERAPEUTICS CORP.
	 	 
	 	By:	 
	 	 	Name:
    
	 	 	Title:
    
	 	 
	 	VSTOCK
    TRANSFER, LLC,
	 	as
    Warrant Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Annex
    A	Form of
    Global Certificate
	Annex
    B	Form of
    Certificated Warrant


 




    18


    


    

 


ANNEX
A


 


[FORM OF
GLOBAL CERTIFICATE]


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN 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 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.


 


PASITHEA THERAPEUTICS CORP.


WARRANT CERTIFICATE


NOT EXERCISABLE AFTER [ ], 2026


 


This
certifies that the person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants
set forth below. Each Warrant entitles its registered holder to purchase from Pasithea Therapeutics Corp., a company incorporated under
the laws of the State of Delaware (the “Company”), at any time prior to 5:00 P.M. (New York City time) on [ ],
2026, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively,
the “Warrant Shares”), at an exercise price of $[      ]2 per share, subject to possible adjustments as
provided in the Warrant Agreement (as defined below).


 


This
Warrant Certificate, with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be
exchanged for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or
Warrant Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant Agent
may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States of America.


 


The
terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant
Agency Agreement dated as of [       ], 2021 (the “Warrant Agreement”) between the Company and VStock Transfer, LLC,
as Warrant Agent (the “Warrant Agent”). A copy of the Warrant Agreement is available for inspection during business
hours at the office of the Warrant Agent.


 


This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Warrant Agent.


 


WITNESS
the facsimile signature of a proper officer of the Company.


 


	 	PASITHEA
    THERAPEUTICS CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Dated:
    [ ], 2021	 
	Countersigned:	 
	VSTOCK
    TRANSFER, LLC,	 
	as
    Warrant Agent	 
	By:	 	 
	Name:	 
	Title:	 


 





 






2
125% of public offering price.


 




    19


    


    

 


PLEASE
DETACH HERE


 





 








 


Certificate
No.:____1_____ Number of Warrants:_[ ]__


 


WARRANT
CUSIP NO.: ___________


	 	PASITHEA
    THERAPEUTICS CORP.
	[Name &
    Address of Holder]	VSTOCK
    TRANSFER, LLC, Warrant Agent
	 	By
    Mail:
	 	By
    hand or overnight courier:


 




    20


    


    

 


ANNEX B


 


[FORM OF CERTIFICATED WARRANT]


 


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


 


PASITHEA
THERAPEUTICS CORP.


 


Warrant
To Purchase Common Shares


 


Warrant No.:


Date of Issuance: [ ], 2021 (“Issuance
Date”)


 


Pasithea Therapeutics Corp.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Shares (including any Warrants to Purchase Common
Shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance
Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [       ]3
(subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant
Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 17. This Warrant is one of the Warrants to Purchase Common Shares
(the “Registered Warrants”) issued pursuant to (i) Section 1 of that certain Underwriting Agreement, dated
as of [ ], 2021 (the “Subscription Date”), by and among the Company and the underwriter(s) referred to therein,
as amended from time to time (the “Underwriting Agreement”) and (ii) the Company’s Registration Statement
on Form S-1 (File number 333-255205) (the “Registration Statement”).


 


1. EXERCISE
OF WARRANT.


 


(a)  Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),
this Warrant may be exercised by the Holder on any day on or after the Issuance Date (an “Exercise Date”), in whole or
in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the
“Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following
an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in
effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate
Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such
Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be
required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice
with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance
of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice
for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery
of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company
has received an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt
of such Exercise Notice, in the form attached hereto as Exhibit C, to the Holder and the Company’s transfer
agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such
Exercise Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company
has received such Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation
for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date), the Company shall (i) provided that
the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program
(“FAST Program”), upon the request of the Holder, credit such aggregate number of Common Shares 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 Program, upon the request of the Holder,
issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the
name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled pursuant to such exercise, which
Common Shares shall be freely tradeable pursuant to all applicable securities laws. Upon delivery of an Exercise Notice, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of
the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant
to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the
number of Warrant Shares being acquired upon an exercise and upon surrender of this Warrant to the Company by the Holder, then, at the
request of the Holder, the Company shall as soon as practicable and in no event later than two (2) Business Days after any exercise
and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number
of Warrant Shares with respect to which this Warrant is exercised. No fractional Common Shares are to be issued upon the exercise of this
Warrant, but rather the number of Common Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any
and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer
Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. Notwithstanding
the foregoing, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise, the Company’s
failure to deliver Warrant Shares to the Holder on or prior to the later of (A) two (2) Trading Days after receipt of the applicable
Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement
of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (B) one (1) Trading Day after the Company’s
receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Date”)
shall not be deemed to be a breach of this Warrant. From the Issuance Date through and including the Expiration Date, the Company shall
maintain a transfer agent that participates in the DTC FAST Program. Notwithstanding any other provision in this Agreement, the Holder
may elect, at its sole discretion, to receive unregistered Warrant Shares issued in response to an Exercise Notice instead of Warrant
Shares (i) registered pursuant to the Registration Statement or any other registration statement or (ii) issued pursuant to
Section 1(c).


 





 






		3	100% Warrant coverage










    21


    


    

 


(b)  Exercise
Price. For purposes of this Warrant, “Exercise Price” means $[ ]4
subject to adjustment as provided herein.


 


(c)  Company’s
Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on or prior to the Share Delivery
Date, either (I) if the Transfer Agent is not participating in the DTC FAST Program, to issue and deliver to the Holder (or its designee)
a certificate for the number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on the Company’s
share register or, if the Transfer Agent is participating in the DTC FAST Program, to credit the balance account of the Holder or the
Holder’s designee with DTC for such number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise of
this Warrant (as the case may be) or (II) if the Registration Statement (or prospectus contained therein) covering the issuance of
the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for
the issuance of such Unavailable Warrant Shares and the Company fails to promptly (x) so notify the Holder and (y) deliver the
Warrant Shares electronically without any restrictive legend by crediting such aggregate number of Warrant Shares 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 (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure”
and together with the event described in clause (I) above, a “Delivery Failure”), and if on or after such Share
Delivery Date the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by
the Holder of all or any portion of the number of Common Shares issuable upon such exercise that the Holder is entitled to receive from
the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within
two (2) Business Days after the Holder’s request and in the Holder’s discretion, either (i) as an indemnity for
loss hereunder, pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions
and other out-of-pocket expenses, if any) for the Common Shares so purchased (including, without limitation, by any other Person in respect,
or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver
such certificate (and to issue such Common Shares) or credit the balance account of such Holder or such Holder’s designee, as applicable,
with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may
be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder
a certificate or certificates representing such Warrant Shares or credit the balance account of such Holder or such Holder’s designee,
as applicable, with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as
the case may be) and, as an indemnity for loss hereunder, pay cash to the Holder in an amount equal to the excess (if any) of the Holder’s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Common Shares so purchased (including,
without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”) over the product
of (A) such number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Common Shares on any Trading Day
during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this
clause (ii) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief
with respect to the Company’s failure to timely deliver certificates representing Common Shares (or to electronically deliver such
Common Shares) upon the exercise of this Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company
shall cause its transfer agent to participate in the DTC FAST Program. In addition to the foregoing rights, (i) if the Company fails
to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery Date,
then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the Company return, as the case
may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise
shall not affect the Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant to this
Section 1(c) or otherwise except with respect to any returned portion of an exercise under this subclause (i), and (ii) if
a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are subject
to an Exercise Notice is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder
has submitted an Exercise Notice prior to receiving notice of the non-availability of such registration statement and the Company has
not already delivered the Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such
aggregate number of Warrant Shares 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, the Holder shall have the option, by delivery of notice
to the Company, to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion
of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall
not affect the Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or
otherwise, and/or (y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 


(d)  Cashless Exercise.
Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof
the Registration Statement is not effective (or the prospectus contained therein is not available for use) for the issuance of all of
the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the
cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead
to receive upon such exercise the “Net Number” of Warrant Shares determined according to the following formula (a “Cashless
Exercise”):


 


	 	Net Number = 	[(A-B) x (X)]	 
	 	 	A	 


 





 






		4	125% of public offering price.



 






    22


    


    

 


For purposes of the foregoing
formula:


 


	A=	As applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 1 hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section1 hereof, or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 1 hereof after the close of “regular trading hours” on such Trading Day.
	 	 
	B=	The Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.
	 	 
	X=	The number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If the Warrant Shares are issued in a Cashless
Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares take
on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act,
as in effect on the Initial Exercise Date, it is intended that the Warrant Shares issued in a Cashless Exercise 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 pursuant to the Underwriting Agreement. Notwithstanding anything herein to the contrary, on the Expiration Date,
this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 1(d).


 


(e)  Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to
be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed
and resolve such dispute in accordance with Section 13.


 






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(f)  Limitations
on Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to
exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void
and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution
Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially
owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution
Parties plus the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of
this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred
shares or warrants, including other Registered Warrants) beneficially owned by the Holder or any other Attribution Party subject to a
limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f),
beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number
of outstanding Common Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder
may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a
more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting
forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise
Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number,
the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise
Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the
Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise
Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably
practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at
any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing
or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares
shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance
of Common Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially
own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of
the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial
ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab
initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the
issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder
for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase
not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other
percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is
not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess
of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or
Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect
on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)to
the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended
beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of
this Warrant.


 









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(g)  Reservation
of Shares.


 


(i)  Required
Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under this
Warrant a number of Common Shares at least equal to 100% of the maximum number of Common Shares as shall be necessary to satisfy the Company’s
obligation to issue Common Shares under the Registered Warrants then outstanding (without regard to any limitations on exercise) (the
“Required Reserve Amount”); provided that at no time shall the number of Common Shares reserved pursuant to this Section 1(g)(i) be
reduced other than proportionally in connection with any exercise of Registered Warrants or such other event covered by Section 2(a) below.
The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro
rata among the holders of the Registered Warrants based on number of Common Shares issuable upon exercise of Registered Warrants held
by each holder on the Issuance Date (without regard to any limitations on exercise) or increase in the number of reserved shares, as the
case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such
holder’s Registered Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.
Any Common Shares reserved and allocated to any Person which ceases to hold any Registered Warrants shall be allocated to the remaining
holders of Registered Warrants, pro rata based on the number of Common Shares issuable upon exercise of the Registered Warrants then held
by such holders (without regard to any limitations on exercise).


 


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


 






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(h)  Warrant
Agency Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject
to the Warrant Agency Agreement, dated [ ], 2021 by and between the Company and VStock Transfer LLC (the “Warrant Agency Agreement”).
To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agency Agreement, the provisions of this
Warrant shall govern and be controlling.


 


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


 


(a)  Share Dividends
and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the Subscription Date, (i) pays
a share dividend on one or more classes of its then outstanding Common Shares or otherwise makes a distribution on any class of capital
shares that is payable in Common Shares, (ii) subdivides (by any share split, share dividend, recapitalization or otherwise) one
or more classes of its then outstanding Common Shares into a larger number of shares or (iii) combines (by combination, reverse share
split or otherwise) one or more classes of its then outstanding Common Shares into a smaller number of shares, then in each such case
the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares outstanding immediately
before such event and of which the denominator shall be the number of Common Shares outstanding immediately after such event. Any adjustment
made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or combination.


 


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


 


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


 






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


 


3. RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare
or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return
of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property, options, evidence
of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, plan of arrangement or
other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case,
the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if
the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or
restrictions on exercise of this Warrant, 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 Shares are to
be determined for the participation in such Distribution (provided, however,
that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the
Maximum Percentage (and shall not be entitled to beneficial ownership of such Shares Common Shares as a result of such Distribution (and
beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties
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 held similarly in abeyance) to the same extent as if there had
been no such limitation).


 


4. PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)  Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class
of Common Shares (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 Common Shares
acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, 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 Shares are to be determined for
the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be
entitled to beneficial ownership of such Common Shares as a result of such Purchase Right (and beneficial ownership) to the extent of
any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times,
if ever, as its right thereto would not result in the Holder and the other Attribution Parties 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 held similarly in abeyance) to the same extent as if there had been no such limitation).


 






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(b)  Fundamental
Transactions. If, at any time while this Warrant is 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 or any Subsidiary, 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 Shares 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 Shares, (iv) the Company,
directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common
Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities,
cash or property, or (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, merger or scheme
of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Common
Shares (not including any Common Shares 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 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 (without regard to any limitation in Section 1(f) on the 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 as a result of such Fundamental Transaction by a holder of the number of Common
Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section
1(f) on the exercise of this Warrant). 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 Common Share
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 Shares 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. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at
the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental
Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from
the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised
portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that (i) if
the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder
shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction,
the same type or form of consideration (and in the same proportion) for the purchase of this Warrant, at the value per share of common
stock, par value $0.0001 per share, (“Common Stock”) in the Fundamental Transaction for each Warrant Share underlying
the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with
the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders
of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction;
and (ii) for purposes of clarification, Holder shall not be required to exercise the Warrant or pay the exercise price thereof in order
to receive such consideration. “Black Scholes Value” means the value of this Warrant based on the Black Scholes Option Pricing
Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of 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 100 day volatility obtained from the HVT function on Bloomberg (determined
utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental
Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being
offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii)
the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately
prior to the consummation of such Fundamental Transaction, (D) a zero cost of borrow and (E) 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 payment of the Black
Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or,
if later, on the effective date of the Fundamental Transaction). 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 of the obligations of the Company
under this Warrant and the other transaction documents in accordance with the provisions of this Section 4(b) pursuant to written agreements
in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Common Shares acquirable and receivable
upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the Common Shares 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 this Warrant immediately prior to the
consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the 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 Warrant and the other transaction documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant and the other transaction documents with the same effect as if such Successor Entity had been named
as the Company herein.


 






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(c)  [RESERVED.]


 


(d)  Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and
shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on
the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied
however with respect to capital shares registered under the 1934 Act and thereafter receivable upon exercise of this Warrant (or any such
other warrant)).


 


5. NONCIRCUMVENTION. The Company hereby
covenants and agrees that the Company will not, by amendment of its certificate of incorporation or other organizational documents or
through any reorganization, transfer of assets, consolidation, merger, amalgamation, plan of arrangement, dissolution, issuance or sale
of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of any Common
Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (b) shall take all such actions
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Common Shares
upon the exercise of this Warrant, which Common Shares shall be freely tradeable pursuant to all applicable securities laws. Notwithstanding
anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to
exercise this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company
shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary
to permit such exercise into Common Shares.


 


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


 






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7 . REISSUANCE
OF WARRANTS.


 


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


 


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


 


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


 


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


 


8. NOTICES. (a) General.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, (i) if
delivered (a) from within the domestic United States, by first-class registered or certified airmail, or nationally recognized overnight
express courier, postage prepaid, electronic mail or by facsimile or (b) from outside the United States, by International Federal
Express, electronic mail or facsimile, and (ii) will be deemed given (A) if delivered by first-class registered or certified
mail domestic, three (3) Business Days after so mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business
Day after so mailed, (C) if delivered by International Federal Express, two (2) Business Days after so mailed and (D) if
delivered by electronic mail, when sent (provided that such sent email is kept on file (whether electronically or otherwise) by the sending
party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail
could not be delivered to such recipient) and (E) if delivered by facsimile, upon electronic confirmation of receipt of such facsimile,
and will be delivered and addressed as follows:


 


	 	(i)	if to the Company, to:


 


Pasithea Therapeutics Corp.


1111 Lincoln Road, Suite 500


Miami Beach, FL 33139


Attention: Dr. Tiago Reis Marques


Email: tiago.marques@kcl.ac.uk


 


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


 


McDermott Will & Emery LLP


340 Madison Avenue


New York, NY 10173-1922


Attention: Robert Cohen, Esq.


Email: RCohen@mwe.com


 






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(ii)           if
to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of the
Company.


 


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


 


9. AMENDMENT AND WAIVER. Except as
otherwise provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent
of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.


 


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


 


11. GOVERNING LAW. This Warrant shall
be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at its principal executive
office and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing
contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company
in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security
for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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


 


13 . DISPUTE RESOLUTION.


 


(a)  Submission
to Dispute Resolution.


 


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


 


(ii)  The Holder
and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance
with the first sentence of this Section 13 and (B) written documentation supporting its position with respect to such dispute,
in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on
which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the
immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)
(it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation
by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be
entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with
respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was
delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company
and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit
any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    33


    


    

 


(e)  “Bid Price”
means, for any security as of the particular time of determination, the bid price for such security on the Principal Market as reported
by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange or trading market
for such security, the bid price of such security on the principal securities exchange or trading market where such security is listed
or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price of such security
in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of such time of determination,
or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of the bid prices of any
market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of
such time of determination. If the Bid Price cannot be calculated for a security as of the particular time of determination on any of
the foregoing bases, the Bid Price of such security as of such time of determination shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such
dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted
for any shares dividend, share split, share combination or other similar transaction during such period.


 


 


(g)  “Bloomberg”
means Bloomberg, L.P.


 


(h)  “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other
similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long
as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open
for use by customers on such day.


 


(i)  “Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Principal Market, as
reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade
price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal
Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal
securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing does not apply,
the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for
such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing 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 Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13.
All such determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction
during such period.


 


(j)  “Common
Shares” means (i) the Company’s common shares, par value $0.0001 per share, and (ii) any capital shares into
which such common shares shall have been changed or any share capital resulting from a reclassification of such common shares.


 


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


 


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


 






    34


    


    

 


(m)  “Expiration
Date” means the date that is the fifth (5th) anniversary of the Issuance Date or, if such date falls on a day other than a Business
Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not a Holiday.


 


(n)  Intentionally Omitted.


 


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


 


(p)  “Options”
means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.


 


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


 


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


 


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


 


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


 


(u)  “Spot Price”
means, as applicable: (i) the Closing Sale Price of the Common Shares on the Trading Day immediately preceding the date of the applicable
Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that
is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening
of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws)
on such Trading Day, (ii) the Bid Price of the Common Shares as of the time of the Holder’s execution of the applicable Exercise
Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours
thereafter pursuant to Section 1(a) hereof, or (iii) the Closing Sale Price of the Common Shares on the date of the applicable
Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant
to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.


 


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


 


(w)  “Trading
Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Shares,
any day on which the Common Shares is traded on the Principal Market, or, if the Principal Market is not the principal trading market
for the Common Shares, then on the principal securities exchange or securities market on which the Common Shares is then traded, provided
that “Trading Day” shall not include any day on which the Common Shares is scheduled to trade on such exchange or market for
less than 4.5 hours or any day that the Common Shares is suspended from trading during the final hour of trading on such exchange or market
(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour
ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with
respect to all determinations other than price determinations relating to the Common Shares, any day on which The New York Stock Exchange
(or any successor thereto) is open for trading of securities.


 


(x)  “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York
time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the
dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if
no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by
OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing
bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If
the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 13. All such determinations shall be appropriately adjusted for any share dividend, share split, share
combination, recapitalization or other similar transaction during such period.


 


(Signature Page Follows)


 




    35


    


    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	PASITHEA THERAPEUTICS CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    


    


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


TO: pasithea therapeutics corp.



 


(1)  The undersigned
hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full),
and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)  Payment shall take
the form of (check applicable box):


 


	 	☐ 	in lawful money of the United States; or
	 	 	 
	 	☐	if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(d), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1(d).


 


(3)  Please issue said
Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


	 	 	 
	 	 	 


 


The Warrant Shares shall be delivered to the following
DWAC Account Number:


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:	 


 


	Signature of Authorized Signatory of Investing Entity:	 


 


	Name of Authorized Signatory:	 


 


	Title of Authorized Signatory:	 


 




    


    


    

 


NOTICE OF EXERCISE


 


TO BE
EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON SHARES


 


	Date: _____________ __, 20__
	 
	TO:  pasithea therapeutics corp.
	 
	The undersigned holder hereby exercises the right to purchase _________________ of Common Shares (“Warrant Shares”) of Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Common Shares No. _______ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


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


 


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


 


____________ a “Cashless
Exercise” with respect to _______________ Warrant Shares.


 


In the event that the Holder
has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents
and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date set forth below and
(ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.


 


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


 


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


 


[ ] Check here if requesting
delivery as a certificate to the following name and to the following address:


 


	Issue to:	 
	 	 


 


[ ] Check here if requesting
delivery by Deposit/Withdrawal at Custodian as follows:


 


 


	DTC Participant: 	 
	DTC Number:	 
	Account Number:	 


 


	 	 
	 	 
	Name of Registered Holder	 


 


	By:	 	 	Tax ID:	 
	Name: 	 	 	Email:	 
	Title:	 	 	Telephone: 	 
	 	 	 	Facsimile:	 


 






    


    


    

 


EXHIBIT B


 


WIRE INSTRUCTIONS 


 




    


    


    

 


EXHIBIT C


 


ACKNOWLEDGMENT


 


The Company hereby acknowledges
this Exercise Notice and hereby directs ______________________to issue the above indicated number of Common Shares in accordance with
the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by____________________________.


 


	 	PASITHEA THERAPEUTICS CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    


    


    

 


ASSIGNMENT FORM


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 
	 	 	(Please Print)
	 	 	 
	Address:	 	 
	 	 	 
	 	 	(Please Print)
	 	 	 
	Phone Number:	 	 	 
	Email Address:	 	 	 
	Dated:	 	 	 	 
	Holder’s Signature:	 	 
	Holder’s Address:	 	 
	 	 	 	 


 




    


    


    

 


Form of Warrant Certificate Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: VStock Transfer, LLC, as Warrant Agent for Pasithea Therapeutics Corp. (the “Company”)



 


The undersigned Holder of
Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a
Definitive Certificate evidencing the Warrants held by the Holder as specified below:


 


	1)	Name of Holder of Warrants in form of Global Warrants:
	 	 
	2)	Name of Holder in Definitive Certificate (if different from name of Holder of Warrants in form of Global Warrants):
	 	 
	3)	Number of Warrants in name of Holder in form of Global Warrants:
	 	 
	4)	Number of Warrants for which Definitive Certificate shall be issued:
	 	 
	5)	Number of Warrants in name of Holder in form of Global Warrants after issuance of Definitive Certificate, if any:
	 	 
	6)	Definitive Certificate shall be delivered to the following address:



 


The undersigned hereby acknowledges
and agrees that, in connection with this Warrant Exchange and the issuance of the Definitive Certificate, the Holder is deemed to have
surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the
Definitive Certificate.


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:	 
	Signature of Authorized Signatory of Investing Entity:	 
	Name of Authorized Signatory:	 
	Title of Authorized Signatory:	 
	Date:	____________________________________