Exhibit 10.2


 


Warrant Certificate No. 


 


NEITHER THE SECURITIES REPRESENTED BY
THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY
BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 


Effective Date: [ ], 2018


 


KULR TECHNOLOGY GROUP,
INC.


 


WARRANT TO PURCHASE COMMON
STOCK


 


KULR Technology
Group, Inc., a Delaware corporation (the “Company”), for value received on [*], 2019 (the “Effective
Date”), hereby issues to [__________] (the “Holder” or “Warrant Holder”)
this Warrant (the “Warrant”) to purchase, [______] shares (each such share as from time to time adjusted
as hereinafter provided being a “Warrant Share” and all such shares being the “Warrant Shares”)
of the Company’s Common Stock (as defined below), at the Exercise Price (as defined below), as adjusted from time to time
as provided, herein, on or before the date that is two (2) years after the Effective Date (the “Expiration Date”),
all subject to the following terms and conditions. This Warrant is one of a series of warrants of like tenor that have been issued
in connection with the Company’s private offering solely to accredited investors of units in accordance with, and subject
to, the terms and conditions described in the Subscription Agreement, as the same may be amended and supplemented from time to
time (the “Subscription Agreement”).


 


As
used in this Warrant, (i) “Business Day” means any day other than Saturday, Sunday or any other day on
which commercial banks in the City of New York, New York, are authorized or required by law or executive order to close; (ii)
“Common Stock” means the common stock of the Company, par value $0.0001 per share, including any
securities issued or issuable with respect thereto or into which or for which such shares may be exchanged for, or converted
into, pursuant to any stock dividend, stock split, stock combination, recapitalization, reclassification, reorganization or
other similar event; (iii) “Exercise Price” means $1.50 per share of Common Stock, subject to adjustment
as provided herein; (iv) “Trading Day” means any day on which the Common Stock is traded (or available for
trading) on its principal trading market; (v) “Affiliate” means any person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control with, a person, as such terms are
used and construed in Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”) and (vi) “Warrant holders” means the holders of Warrants issued pursuant to the
Subscription Agreement.


 






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	1.	DURATION AND EXERCISE OF WARRANTS




 


(a)          Exercise
Period. The Holder may exercise this Warrant in whole or in part on any Business Day on or before 5:00 P.M., Eastern Time,
on the Expiration Date, at which time this Warrant shall become void and of no value.


 


(b)          Exercise
Procedures


 


(i)           While
this Warrant remains outstanding and exercisable in accordance with Section 1(a), the Holder may exercise this Warrant in whole
or in part at any time and from time to time by:


 


(A)       delivery
to the Company of a duly executed copy of the Notice of Exercise form attached hereto as Attachment A;


 


(B)        surrender
of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may specify
in writing to the Holder in accordance with Section 9 below; and


 


(C)         payment
of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, bank
draft or money order payable in lawful money of the United States of America.


 


(ii)           Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b), the Company shall promptly issue and cause
to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall
be effective immediately prior to the close of business on the date (the “Date of Exercise”) that the conditions
set forth in Section 1(b) have been satisfied, as the case may be. On or before the first Business Day following the date on which
the Company has received each of the Notice of Exercise and the Aggregate Exercise Price (the “Exercise Delivery Documents”),
the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent
(the “Transfer Agent”). On or before the third Business Day following the date on which the Company has received
all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X) provided that
the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer
Program, upon the request of the Holder and a showing that Warrant Shares are eligible for DTC delivery, credit such aggregate
number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Notice of Exercise, a certificate, registered in the Company’s share register
in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to
such exercise. Upon delivery of the Exercise Delivery Documents, 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
of delivery of the certificates evidencing such Warrant Shares.


 






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(c)          Partial
Exercise. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of
Warrant Shares referenced by this Warrant. If this Warrant is submitted in connection with any exercise pursuant to Section 1
and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant
Shares being acquired upon such an exercise, then the Company shall as soon as practicable and in no event later than five (5)
Business Days after any exercise and at its own expense, issue a new Warrant of like tenor 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.


 


(d)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, 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 14.


 


(e)           Exercise
Limitation. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by
the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure
that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder
and its affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 4.99% of
the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable
upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock
which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such
Holder may receive in the event of a transaction resulting in a change of control of the Company.


 


	2.	ISSUANCE OF WARRANT SHARES




 


(a)          The Company covenants that all Warrant Shares have been duly authorized and will, upon issuance in accordance with the terms
of this Warrant, be (i) validly issued, fully paid and non-assessable, and (ii) free from all liens, charges and security
interests, with the exception of claims arising through the acts or omissions of any Holder and except as arising from
applicable Federal and state securities laws. During the Exercise Period, the Company shall reserve and keep available out of
its authorized but unissued Common Stock such number of such shares required to be reserved thereunder for issuance upon
exercise of this Warrant and shall file a letter with the Company’s transfer agent advising of the Common Stock reserve
requirement.


 






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(b)          The
Company shall register this Warrant upon records to be maintained by the Company for that purpose in the name of the record holder
of such Warrant from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner thereof
for the purpose of any exercise thereof, any distribution to the Holder thereof and for all other purposes.


 


(c)           The
Company will not, by amendment of its certificate of incorporation, by-laws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Warrant and in the taking of all action necessary or appropriate in order to
protect the rights of the Holder to exercise this Warrant, or against impairment of such rights.


 


	3.	ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES



 


(a)           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 3.


 


(i)            Subdivision
or Combination of Stock. In case the Company shall at any time subdivide (whether by way of stock dividend, stock split or
otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced and the number of Warrant Shares shall be proportionately increased, and conversely,
in case the outstanding shares of Common Stock of the Company shall be combined (whether by way of stock combination, reverse stock
split or otherwise) into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares shall be proportionately decreased. The Exercise Price and the Warrant
Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in
this Section 3(a)(i).


 


(ii)           Dividends
in Stock, Property, Reclassification. If at any time, or from time to time, all of the holders of Common Stock (or any shares
of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to
receive, without payment therefore:


 


(A)       any
shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock,
or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,
or


 






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(B)        additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination
of shares or similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in
respect of which shall be covered by the terms of Section 3(a)(i) above),


 


then and in each such case,
the Exercise Price and the number of Warrant Shares to be obtained upon exercise of this Warrant shall be adjusted proportionately,
and the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of
Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other
securities and property (including cash in the cases referred to above) that such Holder would hold on the date of such exercise
had such Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other securities and property. The Exercise Price and the Warrant
Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in
this Section 3(a)(ii).


 


(iii)          Reorganization,
Reclassification, Consolidation, Acquisition or Sale. If any recapitalization, reclassification or reorganization of the
capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or
substantially all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities, or other assets or property (an “Organic Change”), then, as a
condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such shares of stock,
securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable
assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate
provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that
the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of
shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any
shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such
consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the
Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written
instrument reasonably satisfactory in form and substance to the Holder and delivered to the registered Holder hereof at the
last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. If
there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on
the books and records of the Company, at least 10 calendar days before the effective date of the Organic Change, a notice
stating the date on which such Organic Change 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 for securities, cash, or other
property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is
entitled to exercise this Warrant during the 10-day period commencing on the date of such notice to the effective date of the
event triggering such notice. In any event, the successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to
such Holder such shares of stock, securities or assets even in the absence of a written instrument assuming such obligation
to the extent such assumption occurs by operation of law.


 






    C-5


     


    

 


(b)          Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 3, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this Warrant
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based. The Company shall promptly furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such
adjustments and readjustments; and (ii) the number of shares and the amount, if any, of other property which at the time would
be received upon the exercise of the Warrant.


 


(c)          Certain
Events. If any event occurs as to which the other provisions of this Section 3(c) are not strictly applicable but the lack
of any adjustment would not fairly protect the purchase rights of the Holder under this Warrant in accordance with the basic intent
and principles of such provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder under this
Warrant in accordance with the basic intent and principles of such provisions, then the Company's Board of Directors will, in good
faith, make an appropriate adjustment to protect the rights of the Holder; provided, that no such adjustment pursuant to
this Section 3(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to
this Section 3.


 


(d)          Other
Adjustments. If at any time conditions shall arise by reason of action taken by the Company which in the reasonable opinion
of the Board of Directors are not adequately covered by the provisions hereof and which might materially and adversely affect the
rights of the Holder or if at any time any such conditions are expected to arise by reason of any action contemplated by the Company,
the Board of Directors shall make adjustments, if any (not inconsistent with the standards established in this Section 3), of the
Warrant price (including, if necessary, any adjustment as to the securities for which the Warrants may thereafter be exercisable)
and any distribution which is or would be required to preserve the rights of the Holder.


 


(e)          No
Dilution or Impairment. The Company will not, by amendment of its restated articles of incorporation or through reorganization,
consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of the Warrants, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of
the holders of the Warrants against dilution or other impairment.


 


	4.	TRANSFERS AND EXCHANGES OF WARRANT AND WARRANT SHARES




 


(a)          Registration
of Transfers and Exchanges. Subject to Section 4(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Attachment B, to the Secretary of the Company at its principal offices or at
such other office or agency as the Company may specify in writing to the Holder, the Company shall register the transfer of all
or any portion of this Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially the
form of this Warrant, evidencing the acquisition rights transferred to the transferee and a new Warrant, in similar form, evidencing
the remaining acquisition rights not transferred, to the Holder requesting the transfer.


 






    C-6


     


    

 


(b)         Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
the form of this Warrant, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased
hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number
of Warrant Shares as shall be designated by the Holder. The Holder shall surrender this Warrant with duly executed instructions
regarding such re-certification of this Warrant to the Secretary of the Company at its principal offices or at such other office
or agency as the Company may specify in writing to the Holder.


 


(c)          Restrictions
on Transfers. This Warrant may not be transferred at any time without (i) registration under the Securities Act or (ii) an
exemption from such registration and a written opinion of legal counsel addressed to the Company that the proposed transfer of
the Warrant may be effected without registration under the Securities Act, which opinion will be in form and from counsel reasonably
satisfactory to the Company.


 


(d)          Permitted
Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 4, the Holder may transfer, with
or without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as
such term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by
Section 4(c)(ii), provided, that the Holder delivers to the Company and its counsel certification, documentation, and other
assurances reasonably required by the Company’s counsel to enable the Company’s counsel to render an opinion to the
Company’s Transfer Agent that such transfer does not violate applicable securities laws.


 


	5.	MUTILATED OR MISSING WARRANT CERTIFICATE




 


If this
Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder, the Company will, at its expense, issue, in exchange
for and upon cancellation of the mutilated Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new Warrant,
in substantially the form of this Warrant, representing the right to acquire the equivalent number of Warrant Shares; provided,
that, as a prerequisite to the issuance of a substitute Warrant, the Company may require satisfactory evidence of loss, theft or
destruction as well as an indemnity from the Holder of a lost, stolen or destroyed Warrant.


 


	6.	PAYMENT OF TAXES




 


The
Company will pay all transfer and stock issuance taxes attributable to the preparation, issuance and delivery of this
Warrant and the Warrant Shares (and replacement Warrants) including, without limitation, all documentary and stamp taxes; provided, however,
that the Company shall not be required to pay any tax in respect of the transfer of this Warrant, or the issuance or delivery
of certificates for Warrant Shares or other securities in respect of the Warrant Shares to any person or entity other than to
the Holder.


 






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	7.	FRACTIONAL WARRANT SHARES




 


No fractional
Warrant Shares shall be issued upon exercise of this Warrant. The Company, in lieu of issuing any fractional Warrant Share, shall
round up the number of Warrant Shares issuable to nearest whole share.


 


	8.	NO STOCK RIGHTS AND LEGEND




 


No holder
of this Warrant, as such, shall be entitled to vote or be deemed the holder of any other securities of the Company that may at
any time be issuable on the exercise hereof, nor shall anything contained herein be construed to confer upon the holder of this
Warrant, as such, the rights of a stockholder of the Company or the right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or give or withhold consent to any corporate action or to receive notice of meetings
or other actions affecting stockholders (except as provided herein), or to receive dividends or subscription rights or otherwise
(except as provide herein).


 


Each certificate
for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent
transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.”


 


	9.	NOTICES




 


All
notices, consents, waivers, and other communications under this Warrant must be in writing and will be deemed given to a
party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs
prepaid); (b) sent by facsimile or e-mail with confirmation of transmission (with respect to facsimile) by the transmitting
equipment; (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, if to the
registered Holder hereof; or (d) seven days after the placement of the notice into the mails (first class postage prepaid),
to the Holder at the address, facsimile number, or e-mail address furnished by the registered Holder to the Company in
accordance with the Subscription Agreement by and between the Company and the Holder, or if to the Company, to it at KULR
Technology Group, Inc., 1999 S. Bascom Ave. Suite 700. Campbell, CA 95008, Attention: Michael Mo, CEO (or to such other
address, facsimile number, or e-mail address as the Holder or the Company as a party may designate by notice the other party)
with a copy to Sichenzia Ross Ference LLP, 1185 Avenue of the Americas, 37th Floor, New York, NY 10036, Fax:
212-930-9725, Attention: Jay K. Yamamoto Esq, jyamamoto@srf.law.


 






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	10.	SEVERABILITY




 


If a court
of competent jurisdiction holds any provision of this Warrant invalid or unenforceable, the other provisions of this Warrant will
remain in full force and effect. Any provision of this Warrant held invalid or unenforceable only in part or degree will remain
in full force and effect to the extent not held invalid or unenforceable.


 


	11.	BINDING EFFECT




 


This Warrant
shall be binding upon and inure to the sole and exclusive benefit of the Company, its successors and assigns, the registered Holder
or Holders from time to time of this Warrant and the Warrant Shares.


 


	12.	SURVIVAL OF RIGHTS AND DUTIES




 


This Warrant
shall terminate and be of no further force and effect on the earlier of 5:00 P.M., Eastern Time, on the Expiration Date or the
date on which this Warrant has been exercised in full.


 


	13.	GOVERNING LAW




 


This Warrant
will be governed by and construed under the laws of the State of New York without regard to conflicts of laws principles that would
require the application of any other law.


 


	14.	DISPUTE RESOLUTION




 


In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile within two Business Days of receipt of the Notice
of Exercise giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree
upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed
determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two Business Days, submit
via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the
Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent,
outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from
the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 






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	15.	NOTICES OF RECORD DATE




 


Upon (a)
any establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the
Company, or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of
the Company with or into any other corporation, any transfer of all or substantially all the assets of the Company, or any voluntary
or involuntary dissolution, liquidation or winding up of the Company, or the sale, in a single transaction, of a majority of the
Company’s voting stock (whether newly issued, or from treasury, or previously issued and then outstanding, or any combination
thereof), the Company shall mail to the Holder at least ten (10) Business Days, or such longer period as may be required by law,
prior to the record date specified therein, a notice specifying (i) the date established as the record date for the purpose of
such dividend, distribution, option or right and a description of such dividend, option or right, (ii) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up, or sale is expected
to become effective and (iii) the date, if any, fixed as to when the holders of record of Common Stock shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, transfer,
consolation, merger, dissolution, liquidation or winding up.


 


	16.	NO THIRD PARTY RIGHTS




 


This Warrant
is not intended, and will not be construed, to create any rights in any parties other than the Company and the Holder, and no person
or entity may assert any rights as third- party beneficiary hereunder.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed as of the date first set forth above.


 


	 	KULR TECHNOLOGY GROUP, INC.
	 	 
	 	By:	                        
	 	 	Name:
	 	 	Title:



 






    C-11


     


    

 


ATTACHMENT A


 


NOTICE OF EXERCISE


 


(To be executed by the Holder
of Warrant if such Holder desires to exercise Warrant)


 


To KULR Technology Group, Inc.:


 


The undersigned hereby irrevocably elects to exercise
this Warrant and to purchase thereunder, ________ full shares of KULR Technology Group, Inc. common stock issuable upon
exercise of the Warrant and delivery of:


 


$                    
  (in cash as provided for in the foregoing Warrant) and any applicable taxes payable by the undersigned pursuant to
such Warrant.


 


The undersigned requests that certificates for such
shares be issued in the name of:


 


		 	 
	 	(Please print name, address and social security or federal
employer identification number (if applicable))	 
	 	 	 
	 	 	 



 


If the shares issuable upon this exercise of the Warrant are
not all of the Warrant Shares which the Holder is entitled to acquire upon the exercise of the Warrant, the undersigned requests
that a new Warrant evidencing the rights not so exercised be issued in the name of and delivered to:


 





	 	 	 
	 	(Please
print name, address and social security or federal employer identification number (if applicable))	 
	 	 	 
	 	 	 



 


	 	Name
    of Holder (print): 	 
	 	(Signature): 	 	                                             
	 	(By:) 	     	 	 
	                                                                     	(Title:) 	 	 
	 	Dated:	 	 




 






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ATTACHMENT B


 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,_______________________hereby sells,
assigns and transfers to each assignee set forth below all of the rights of the undersigned under the Warrant (as defined in and
evidenced by the attached Warrant) to acquire the number of Warrant Shares set opposite the name of such assignee below and in
and to the foregoing Warrant with respect to said acquisition rights and the shares issuable upon exercise of the Warrant:


 


	Name of Assignee	 	Address	 	Number of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


If the
total of the Warrant Shares are not all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned requests that
a new Warrant evidencing the right to acquire the Warrant Shares not so assigned be issued in the name of and delivered to the
undersigned.


 


	 	Name
    of Holder (print): 	                                            
	 	(Signature): 	 	 
	 	(By:) 	      	 	 
	 	(Title:) 	 	 
	 	Dated:	 	 







 






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