formofwarrantfinal





 







THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE
STATE SECURITIES LAWS.


 


 


	


No. W__

	


Warrant to Purchase


	
 

	


Shares of Common Stock


	
 

	
 


	
 

	


Dated: June __, 2021







 


 



SCIENTIFIC INDUSTRIES, INC.

 



WARRANT

 



TO PURCHASE SHARES OF COMMON STOCK

 


 

 


This
certifies that, for good and valuable consideration, SCIENTIFIC
INDUSTRIES, INC., a Delaware corporation (the “Company”), grants to
_____________ (the “Warrantholder”), the
right to subscribe for and purchase from the Company _____ Shares
(the “Warrant
Shares”) at a per Share price equal to $9.50 per
Share, subject to adjustment as provided herein (the
“Exercise
Price”). This Warrant shall be exercisable as set
forth below and shall expire, without notice, at 5:00 p.m., New
York City time, on June __, 2026 (the “Expiration Date”). The
Exercise Price and the number of Warrant Shares are subject to
adjustment from time to time as provided in Section 5. This Warrant is
issued in connection with that certain Securities Purchase
Agreement, dated as of June 18, 2021 (the “Purchase Agreement”), by
and among the Company and the purchasers named
therein.

 


For
purposes of this Warrant, the following defined terms shall have
the following meanings:

 


“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 of 1933, as amended.

 


“Business Day” means any
day on which the Trading Markets are open for
business.

 


“Exercise Date” means the
date on which the Exercise Notice and Warrant is delivered to the
Company.

 


“Fundamental Transaction”
means any of the following (i) any tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to
which all or substantially all of the holders of Common Stock are
permitted to tender or exchange their shares for other securities,
cash or property. (ii) the Company effects any reclassification of
the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for
other securities, cash or property (other than as a result of a
subdivision or combination of shares of Common Stock covered by
Section 5.1 hereof,
or a Distribution covered by Section 5.2 hereof). (iii) any
sale, lease, license, transfer, conveyance or other disposition of
all or substantially all of the assets of the Company, in one or a
series of related transactions. (iv) any reorganization,
consolidation, merger, demerger or sale of shares of the Company
where the holders of the Company’s outstanding shares as of
immediately before the transaction (or series of related
transactions) beneficially own less than a majority by voting power
of the outstanding shares of the surviving or successor entity as
of immediately after the transaction. or (v) any
“person” (together with his, her or its Affiliates) or
“group” (within the meaning of Section 13(d) or 14(d)
of the Exchange Act) acquires, directly or indirectly, the
beneficial ownership (as such term is defined in Rule 13d-3
promulgated under the Exchange Act) of outstanding shares of
capital stock and/or other equity securities of the Company, in a
single transaction or series of related transactions (including,
without limitation, one or more tender offers or exchange offers),
representing at least 50% of the voting power of or economic
interests in the then outstanding shares of capital stock of the
Company.

 


“Market Price” means, as
of the date of determination, the average of the closing prices of
a share of Common Stock on all Trading Markets on which the Common
Stock may at the time be listed, or, if there have been no sales on
any such Trading Market on any day, the average of the highest bid
and lowest asked prices on all such Trading Markets at the end of
such day.

 


“OTC Markets” means either
OTC QX or OTC QB of the OTC Markets Group, Inc.

 


“Person” means an
individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.

 


“Shares” means shares of
the Company’s Common Stock, $0.05 par value per share (the
“Common
Stock”).

 


“Trading Market” shall
mean any of the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the
NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the
NASDAQ Global Select Market, the New York Stock Exchange or the OTC
Markets (or any successors to any of the foregoing).

 


“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 sales 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 such Trading Market, (b) if the Common
Stock is not then listed or quoted for trading on a Trading Market
and if prices for the Common Stock are then reported on The Pink
Open Market (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 (c) 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 purchasers of a majority in interest
of the Shares then outstanding and reasonably acceptable to the
Company, the fees and expenses of which shall be borne equally by
the Company and the purchasers. For the avoidance of doubt,
with respect to clause (a) above, the VWAP for any date on which
the Common Stock is not traded shall be the VWAP of the nearest
preceding date.

 



SECTION
1. 

VESTING; EXERCISE
OF WARRANT; LIMITATION ON EXERCISE; TAXES; TRANSFER;
DIVISIBILITY.





 


1.1.           VESTING.
The Warrant Shares shall vest immediately upon
issuance.

 


1.2.           EXERCISE
OF WARRANT. This Warrant may be exercised for vested Warrant
Shares, in whole or in part, at any time after payment prior to the
Expiration Date. This Warrant may be exercised by delivery by the
Warrantholder to the Company of the following:

 


(a)           this
Warrant, accompanied by the Exercise Form annexed hereto (the
“Exercise
Form”) duly executed by the Warrantholder, at the
Company’s offices at 80 Orville Drive, Suite 102, Bohemia,
New York 11716 (or such other office or agency of the Company as it
may designate by notice to the Warrantholder) during normal
business hours on any Business Day;

 


(b)           payment
of an amount equal to (x)
the number of Warrant Shares then issuable multiplied by
(y) the Exercise Price by
wire transfer or immediately available funds or by certified or
official bank check; and

 


(c)           such
documentation as to the identity and authority of the Warrantholder
as the Company may reasonably request.

 


1.3.           ISSUANCE
OF WARRANT SHARES. The Warrant Shares shall be deemed by the
Company to be issued to the Warrantholder as the record holder of
the Warrant Shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for the
Warrant Shares as aforesaid. Within two (2) Business Days following
the exercise of this Warrant as provided above, the Company shall
cause its transfer agent to issue the Warrant Shares through the
facilities of its transfer agent for the account of the
Warrantholder.

 


1.4.           LIMITATION
ON EXERCISE. If this Warrant is not exercised prior to the
Expiration Date or is terminated pursuant to Section 6, this Warrant shall
cease to be exercisable and shall become void, and all rights of
the Warrantholder hereunder shall cease.

 


1.5.           PAYMENT
OF TAXES. The issuance of certificates for any Warrant Shares that
are certificated shall be made without charge to the Warrantholder
for any Share transfer or other issuance tax in respect
thereto.

 



SECTION
2.                                 

RESERVATION OF
SHARES.2.1.





 


All
Warrant Shares issued upon the exercise of the rights represented
by this Warrant shall, upon issuance and payment of the Exercise
Price in cash, be validly issued, fully paid and non-assessable and
free from all taxes, liens, security interests, charges and other
encumbrances with respect to the issuance thereof other than taxes
in respect of any transfer occurring contemporaneously with such
issuance and restrictions under applicable state and federal
securities Laws. During the period within which this Warrant may be
exercised, the Company shall at all times have authorized and
reserved, and keep available and free from preemptive or similar
rights, a sufficient number of Shares to provide for the exercise
of this Warrant.

 



SECTION
3.                                 

EXCHANGE, LOSS OR
DESTRUCTION OF WARRANT.3.1





 


Upon
receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant and, if
requested by the Company, an agreement to indemnify the Company for
any loss resulting from the replacement of this Warrant, the
Company will execute and deliver a new Warrant of like
tenor.

 



SECTION
4.                                 

OWNERSHIP OF
WARRANT. 4.1





 


The
Company may deem and treat the person or entity in whose name this
Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made
by anyone other than the Company) for all purposes and shall not be
affected by any notice to the contrary.

 



SECTION
5.                                 

ADJUSTMENT OF
EXERCISE PRICE AND NUMBER OF SHARES. The Exercise Price and the
number of Shares purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the
occurrence of certain events described in this Section 5.





 


5.1.           SUBDIVISION
OR COMBINATION OF SHARES. In case the Company shall at any time
subdivide its outstanding Shares into a greater number of Shares,
the Exercise Price in effect immediately prior to such subdivision
shall be proportionately reduced, and conversely, in case the
outstanding Shares of the Company shall be combined into a smaller
number of Shares, the Exercise Price in effect immediately prior to
such combination shall be proportionately increased.

 


5.2.           NO
VOTING RIGHTS. Nothing contained in this Warrant shall be construed
as conferring upon the holder hereof the right to vote or to
consent to receive notice as a shareholder of the Company on any
other matters or any rights whatsoever as a shareholder of the
Company.

 


5.3.           NOTICE
OF ADJUSTMENT. When the Exercise Price is adjusted pursuant to any
provision of this Section 5, the Company shall promptly (i) deliver
a notice to the Warrantholder, and (ii) file with the transfer
agent for the Warrants a certificate of an officer of the Company,
in each case, 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 and a computation thereof. To the extent that any
notice provided in this Warrant constitutes, or contains, material,
non-public information regarding the Company, the Company shall
simultaneously file such notice with the Commission pursuant to a
Report on Form 8-K. The Warrantholder shall remain entitled to
exercise this Warrant during the period commencing on the date of
such notice to the effective date of the event triggering such
notice except as may otherwise be expressly set forth
herein.

 


5.4.           CERTAIN
EVENTS. If any change in the outstanding Shares of the Company or
any other event occurs as to which the other provisions of this
Section 5 are not
strictly applicable or if strictly applicable would not fairly
effect the adjustments to this Warrant in accordance with the
essential intent and principles of such provisions, then the
Company shall make in good faith an adjustment in the number and
class of Shares issuable under this Warrant, the Exercise Price
and/or the application of such provisions, in accordance with such
essential intent and principles, so as to protect such purchase
rights as aforesaid. The adjustment shall be such as will give the
Warrantholder, upon exercise for the same aggregate Exercise Price,
the total number, class and kind of Shares as the Warrantholder
would have owned had this Warrant been exercised prior to the event
and had the Warrantholder continued to hold such Shares until after
the event requiring adjustment.

 



SECTION
6.                                 

NOTICE OF CORPORATE
EVENTS. If the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of
its Common Stock, including without limitation, any granting of
rights or warrants to subscribe for or purchase any capital stock
of the Company or of any rights, (ii) enters into any agreement
contemplating or solicits stockholder approval for any Fundamental
Transaction, or (iii) authorizes the dissolution, liquidation or
winding up of the affairs of the Company, then, in each case, the
Company shall cause to be delivered to the Warrantholder at least
twenty (20) calendar days prior to the applicable record or
effective date on which a Person would be required to hold Common
Stock in order to participate in or vote with respect to such event
or transaction a written notice stating the date on which a record
is to be taken for the purpose of such event or transaction, or if
a record is not to be taken, the date as of which the holders of
the Common Stock to be entitled to participate or vote in event or
transaction are to be determined. To the extent that any notice
provided in this Warrant constitutes, or contains, material,
non-public information regarding the Company or any of the
Subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Report on Form 8-K. The Holder
shall remain entitled to exercise this Warrant during the period
commencing on the date of such notice to 5:00 P.M. Eastern Time on
the Business Day immediately preceding the effective date of the
event triggering such notice (the “Corporate Event Exercise
Date”) in order to participate in or vote with respect
to such event or transaction except as may otherwise be expressly
set forth herein; provided, however, that upon the
consummation or occurrence of an event described in either clause
(ii) or (iii) above, this Warrant will terminate as of the
Corporate Event Exercise Date.





 



SECTION
7.                                 

CALL PROVISION.
If at any
time commencing twelve (12) months from the date of this Warrant,
but before the Expiration Date, the Volume Weighted Average Pricing
(“VWAP”)
of the Company’s Common Stock exceeds $19.00 (subject to
adjustment for forward and reverse stock splits, recapitalizations,
stock dividends and the like as set forth in Section 5) for each of
thirty consecutive trading days (the “Measurement
Period”), then the
Company may, at any time in its sole discretion, call for the
exercise of this Warrant, in its entirety
(“Call
Right”). To exercise
the Call Right, the Company must deliver to the Warrantholder an
irrevocable written notice (a “Call
Notice) indicating that the
provisions of this Section of the Warrant have been satisfied, and
that the Warrantholder accordingly must exercise all, or a portion,
of this Warrant prior to the Call Date, as defined below. Such Call
Notice shall include language notifying the Warrantholder that the
failure to comply with the Call Notice shall result in the
forfeiture and cancellation of any unexercised Warrant Shares
granted to Warrantholder hereunder. If the conditions set forth
above for such Call Notice are met and the Warrantholder has not
exercised all of the Shares exercisable under this Warrant by
delivering an Exercise Notice and payment therefor to the Company
within thirty (30) trading days after the date the Call Notice is
received by the Warrantholder (such date and time, the
“Call
Date”), then the
Warrants for which a Exercise Notice shall not have been received
by the Call Date will be cancelled at 5:00 p.m. (Eastern Time) on
the Call Date. In furtherance thereof, the Company covenants and
agrees that it will honor all Exercise Notices with respect to the
Warrant Shares subject to a Call Notice that are tendered through
5:00 p.m. (Eastern Time) on the Call Date. Notwithstanding anything
to the contrary set forth in this Warrant, provided that
the Warrantholder shall have furnished
to the Company, within ten (10) calendar days after the
Warrantholder’s receipt of written notice from the Company,
such information regarding the Warrantholder, the Warrant Shares
held by it, and the intended method of disposition of such
securities as is reasonably required to effect the registration of
such Warrantholder’s Warrant Shares and is set forth in
reasonable detail in such written notice, the Company may not
deliver a Call Notice or require the cancellation of this Warrant
(and any such Call Notice shall be void), unless the Company shall
have filed a registration
statement (“Registration
Statement”) under the
Securities Act of 1933, as amended, covering the Warrant Shares and
such Registration Statement has been declared effective by the
United States Securities and Exchange
Commission.





 



SECTION
8.                                 

COMPLIANCE WITH
SECURITIES ACT; TRANSFERABILITY OF WARRANT; DISPOSITION OF WARRANT
SHARES AND COMMON STOCK.





 


8.1.           COMPLIANCE
WITH SECURITIES ACT. The Warrantholder, by acceptance hereof,
agrees that this Warrant, the Warrant Shares and the shares of
Common Stock issuable upon conversion of the Warrant Shares are
being acquired for investment and that it shall not offer, sell or
otherwise dispose of this Warrant, any Warrant Shares or any shares
of Common Stock issuable upon conversion of the Warrant Shares
except under circumstances which will not result in a violation of
the Act or any applicable state securities laws. This Warrant, the
Warrant Shares and the shares of Common Stock issuable upon
conversion of the Warrant Shares (unless registered under the Act)
shall be stamped or imprinted with a legend in substantially the
following form:

 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE
SECURITIES OR BLUE SKY LAWS OF ANY STATE. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO
RULE 144 OF THE ACT.

 


8.2           ACCREDITED
INVESTOR; ACCESS TO INFORMATION; PRE-EXISTING RELATIONSHIP.
Warrantholder either (i) presently qualifies and will as of any
exercise of this Warrant qualify as an “accredited
investor” within the meaning of Regulation D of the rules and
regulations promulgated under the Act or (ii) has been provided by
the Company with the Company’s most recent audited financial
statements and non-financial statement information as set forth in
Rule 502(b)(2) promulgated under the Act. Warrantholder has had the
opportunity to ask questions of, and to receive answers from,
appropriate executive officers of the Company with respect to the
terms and conditions of the transactions contemplated hereby and
with respect to the business, affairs, financial condition and
results of operations of the Company. Warrantholder has had access
to such financial and other information as is necessary in order
for Warrantholder to make a fully informed decision as to
investment in the Company, and has had the opportunity to obtain
any additional information necessary to verify any of such
information to which Warrantholder has had access. Warrantholder
further represents and warrants that the Warrantholder has either
(a) a pre-existing relationship with the Company or one or more of
its officers or directors consisting of personal or business
contacts of a nature and duration which enable the Warrantholder to
be aware of the character, business acumen and general business and
financial circumstances of the Company or the officer or director
with whom such relationship exists or (b) such business or
financial expertise as to be able to protect the
Warrantholder’s own interests in connection with the purchase
of the Warrant Shares.

 


8.3           WARRANT
NOT TRANSFERABLE. The Warrant Shares, if and when issued, may be
transferred or sold only in compliance with applicable United
States federal and state securities laws or of any requirements of the Trading Market
upon which the Common Stock may be quoted or listed.
Any instrument purporting to make an
assignment in contravention of this Section 8.3
shall be void.

 


8.4           DISPOSITION
OF WARRANT SHARES. With respect to any offer, sale, or other
disposition of any Warrant Shares prior to registration of such
shares, the Warrantholder and each subsequent Warrantholder agrees
to give written notice to the Company prior thereto, describing
briefly the manner thereof, together with a written opinion of such
Warrantholder’s counsel, if reasonably requested by the
Company, to the effect that such offer, sale or other disposition
may be effected without registration or qualification (under the
Act as then in effect or any federal or state law then in effect)
of such Warrant Shares and indicating whether or not under the Act
certificates for such Warrant Shares to be sold or otherwise
disposed of require any restrictive legend as to applicable
restrictions on transferability. Promptly upon receiving such
written notice and opinion, the Company, as promptly as
practicable, shall notify such Warrantholder that such
Warrantholder may sell or otherwise dispose of such Warrant Shares
all in accordance with the terms of the notice delivered to the
Company. If a determination has been made pursuant to this Section
8.4 that the opinion of the counsel for the Warrantholder is not
reasonably satisfactory to the Company, the Company shall so notify
the Warrantholder promptly after such determination has been made.
Notwithstanding the foregoing, such Warrant Shares may be offered,
sold or otherwise disposed of in accordance with Rule 144 under the
Act, provided that the Company shall have been furnished with such
information as the Company may request to provide reasonable
assurance that the provisions of Rule 144 have been satisfied. Each
certificate representing the Warrant Shares thus transferred
(except a transfer pursuant to Rule 144) shall bear a legend as to
the applicable restrictions on transferability in order to insure
compliance with the Act, unless in the aforesaid opinion of counsel
for the Warrantholder, such legend is not required in order to
insure compliance with the Act. The Company may issue stop transfer
instructions to its transfer agent in connection with such
restrictions.

 


8.5           MARKET
STANDOFF. The Warrantholder hereby agrees that it will not, without
the prior written consent of the managing underwriter, during the
period commencing on the date of the final prospectus relating to a
registered public offering of the Company and ending on the date
specified by the Company and the managing underwriter (such period
not to exceed one hundred eighty (180) days) (i) lend, offer,
pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any Warrant Shares, or (ii)
enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership
of the Warrant Shares, whether any such transaction described in
clause (i) or (ii) above is to be settled by delivery of
securities, in cash or otherwise. The underwriters in connection
with a registered public offering of the Company are intended third
party beneficiaries of this Section and shall have the right, power
and authority to enforce the provisions hereof as though they were
a party hereto. Warrantholder further agrees to execute such
agreements as may be reasonably requested by the underwriters or
the Company in a registered public offering of the Company that are
consistent with this Section 8.5 or that are necessary to give
further effect thereto.

 


In
order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to shares of the
Company’s capital stock acquired through the exercise of this
Warrant until the end of such period. The Warrantholder agrees that
a legend reading substantially as follows shall be placed on all
certificates representing all shares of the Warrantholder (and the
shares or securities of every other person subject to the
restriction contained in this Section 8.5):

 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP
PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION
STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE
SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S
PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF
THESE SHARES.”

 



SECTION
9.                                 

COMPENSATION FOR BUY-IN ON FAILURE TO
TIMELY DELIVER WARRANT SHARES UPON EXERCISE.  In
addition to any other rights available to the Warrantholder, if the
Company fails to cause its transfer agent to transmit to the
Warrantholder the Warrant Shares in accordance with the provisions
of Section 1.3 above pursuant to an exercise of this Warrant on or
before the Expiration Date, and if after such date the
Warrantholder is required by its broker to purchase (in an open
market transaction or otherwise) or the Warrantholder’s
brokerage firm otherwise purchases, shares of Common Stock to
deliver in satisfaction of a sale by the Warrantholder of the
Warrant Shares which the Warrantholder anticipated receiving upon
such exercise (a “Buy-In”), then the
Company shall (A) pay in cash to the Warrantholder the amount, if
any, by which (x) the Warrantholder’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 Warrantholder 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
Warrantholder, 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 Warrantholder 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 Warrantholder 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 Warrantholder $1,000. The Warrantholder shall
provide the Company written notice indicating the amounts payable
to the Warrantholder in respect of the Buy-In and, upon request of
the Company, evidence of the amount of such loss.  Nothing
herein shall limit a Warrantholder’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.






 

 



SECTION
10.                                 

CASHLESS EXERCISE.
In the event that, at the time of the exercise of this Warrant by
the Warrantholder, there is not an effective Registration Statement
covering the sale by the Warrantholder of the Warrant Shares to be
issued upon such exercise, the Warrantholder, in lieu of exercising
this Warrant by the cash payment of the Exercise Price pursuant to
Section 1.2, may elect, at any time on or before the Expiration
Date, to surrender this Warrant and receive that number of shares
of Common Stock computed using the following formula:






 



 


Where: X = the
number of shares of Common Stock to be issued to the
Warrantholder.

 



Y 

= 

the number of
shares of Common Stock that Warrantholder would otherwise have been
entitled to purchase hereunder pursuant to Section 1.2 (or such
lesser number of shares as the Warrantholder may designate in the
case of a partial exercise of this Warrant).





 



A 

= 

the Market Price at
the time such exercise





 



B 

= 

the Exercise Price
then in effect.





 


Election
to exercise under this Section 10 may be made by delivering a
signed form of subscription to the Company via facsimile, to be
followed by delivery of this Warrant.

 



SECTION
11.                                 

MISCELLANEOUS.





 


11.1.           ENTIRE
AGREEMENT. This Agreement and the documents referred to herein
constitute the entire agreement among the parties and supersede any
prior agreements or understandings regarding the subject matter
hereof.

 


11.2.           SUCCESSORS
AND ASSIGNS. The terms and conditions of this Warrant shall inure
to the benefit of and be binding upon the parties’ respective
successors and assigns. Nothing in this Warrant, express or
implied, is intended to confer upon any party, other than the
parties hereto or their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of
this Warrant, except as expressly provided in this
Warrant.

 


11.3.           AMENDMENTS
AND WAIVERS. No failure on the part of either party to exercise and
no delay in exercising any power or right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of
any power or right preclude any other or further exercise thereof
or the exercise of any other power or right. The remedies herein
and in any other instrument, document or agreement delivered or to
be delivered by either party hereunder or in connection herewith
are cumulative and not exclusive of any remedies provided by law.
No notice to or demand on a party not required hereunder shall in
any event entitle such party to any other or further notice or
demand in similar or other circumstances or constitute a waiver of
the right of the other party to any other or further action in any
circumstances without notice or demand. No amendment, modification
or waiver of any provision of this Warrant or consent to any
departure by either party therefrom shall be effective unless the
same shall be in writing and signed by the Company and the
Warrantholder.

 


11.4.           SECTION
AND OTHER HEADINGS. The titles and subtitles used in this Warrant
are used for convenience only and are not to be considered in
construing or interpreting this Warrant.

 


11.5.           NOTICES.
All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (i) upon personal delivery to
the party to be notified; (ii) when sent by confirmed electronic
mail or facsimile if sent during normal business hours of the
recipient, if not, then on the next Business Day; (iii) five (5)
days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) one (1) day after
deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All
communications shall be sent to the address as set forth in the
Warrantholder’s signature page to the Purchase Agreement or
at such other address as such party may designate by ten (10)
days’ advance written notice to the other parties
hereto.

 


11.6.           SEVERABILITY.
If one or more provisions of this Warrant are held to be
unenforceable under applicable law, such provision shall be
excluded from this Warrant and the balance of this Warrant shall be
interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.

 


11.7.           FRACTIONAL
SHARES. No fractional Shares or scrip representing fractional
Shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a Share called for upon any exercise
hereof, the Company shall round up to the nearest whole
Share.

 


11.8           DELIVERY
OF NEW WARRANT. Unless the purchase rights represented by this
Warrant shall have expired or shall have been fully exercised, the
Company shall, at the time of delivery of the certificate or
certificates representing the Warrant Shares being issued in
accordance herewith, deliver to the Warrantholder a new warrant
evidencing the rights of the Warrantholder to purchase the
unexpired and unexercised Warrant Shares called for by this
Warrant. Such new warrant shall in all other respects be identical
to this Warrant.

 


11.9.           GOVERNING
LAW. This Warrant shall be governed by and construed under the
substantive laws of New York without regard to the conflicts of law
provisions thereof. The federal courts in New York, New York shall
have exclusive jurisdiction of any and all actions or suits
commenced by either party arising under or with respect to this
Warrant.

 


 

 


 


 



(Signature Page Follows)




275192








 






 


 


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


 


	

SCIENTIFIC
INDUSTRIES, INC.


 


 


By:
_______________________________


       Name:


       Title:


	
 










Signature Page to Warrant








 






 


 


 


IN WITNESS WHEREOF, the undersigned has
caused this Warrant to be signed by its duly authorized officer as
of the first date written above.


 


	

WARRANTHOLDER:


 



If an individual:


 


 


_______________________________


Name:


 


 


	


If an entity:


 


Name of
entity:


 


 


By:
_______________________________


       Name:


       Title:


 


 







 


 


 


 





Signature Page to Warrant








 







SCIENTIFIC INDUSTRIES, INC.


 


 



WARRANT EXERCISE FORM


 


(To be
executed upon exercise of Warrant)


 


 


The
undersigned, the record holder of the Warrant, hereby irrevocably
elects to exercise the right, represented by this Warrant, to
[check applicable subsection]:


 




_________ (a) 


Purchase __________ shares of Common Stock of Scientific
Industries, Inc., pursuant to the terms of the attached Warrant and
herewith pays the Exercise Price in accordance with the terms of
the Warrant by tendering cash payment for such Warrant
Shares;







OR

 




_________ (b) 


Exercise the attached Warrant for [all of the shares] [________of
the shares] [cross out inapplicable phrase] purchasable under the
Warrant pursuant to the cashless exercise provisions of Section 10
of such Warrant.





 


The
undersigned hereby represents and warrants that (i) the undersigned
is acquiring such shares for its own account for investment
purposes only, and not for resale or with a view to distribution of
such shares or any part thereof and (ii) the undersigned is an “accredited
investor” as defined in Regulation D under the Securities Act
of 1933, as amended, and a “sophisticated investor” in
accordance with the exemption from registration under such Act in
accordance with Section 4(a)(2) thereof.


 


 


WARRANTHOLDER

 


 

 



By:                                                       





 


Name:

 


 

 



Address:                                                       





 


 

 


 

 



Date:                                                       





 


Name in
which shares should be registered:

 


 


[_______________________]