EXHIBIT
4.2


 


THE
SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) RULE 144 UNDER
THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), TO THE EXTENT APPLICABLE,
OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE.


 


INTEGRATED
ENVIRONMENTAL 


TECHNOLOGIES
LTD.


 


WARRANT


Common
Stock, par value $0.001 per share


 


	Date of Issue:
July __, 2016	Warrant to Purchase
	 	_________
                                         Shares of Common Stock



 


THIS
CERTIFIES THAT, for value received, _____________, or his, her or its beneficiaries or assigns, is entitled, subject to the
provisions of this Warrant (this “Warrant”), to purchase an aggregate of __________ shares of common stock, par value
$0.001 per share (“Common Stock”), of Integrated Environmental Technologies, Ltd. (the “Company”).


 


The
number of shares of the Common Stock to be received upon the exercise of this Warrant and the payment of the Underlying Share
Purchase Price (as hereinafter defined) is subject to adjustment from time-to-time as hereinafter set forth.


 


SECTION
1.Definitions.The following terms
as used in this Warrant shall have the meanings set forth below:


 


	 	(a)	“Assignment
    Form” means the form attached hereto as Exhibit A.
	 	 	 
	 	(b)	“Business
    Day” means any day other than a Saturday, a Sunday or a day on which banks are required or permitted to be closed
    in the state of New Jersey.
	 	 	 
	 	(c)	“Call
    Exercise Period” shall have the meaning set forth in Section 2(d)(iii) hereof.
	 	 	 
	 	(d)	“Call
    Notice” shall have the meaning set forth in Section 2(d)(ii) hereof.
	 	 	 
	 	(e)	“Cashless
    Exercise” shall have the meaning set forth in Section 2(e) hereof.
	 	 	 
	 	(f)	“Cashless
    Exercise Form” means the form attached hereto as Exhibit B.



 






    	 		 



    	 		 



    

 


	 	(g)	“Change
    of Control” shall have the meaning set forth in Section 4(b)(i) hereof.
	 	 	 
	 	(h)	“Common
    Stock” shall have the meaning set forth in the introductory paragraph.
	 	 	 
	 	(i)	“Company”
    shall have the meaning set forth in the introductory paragraph, or any successor thereof.
	 	 	 











	 	(j)	“Exercise Date” shall mean any date on which the Company shall have received (i) this Warrant, together with a Subscription Form duly executed by the Warrant Holder, or his, her or its attorney-in-fact duly authorized in writing, and (ii) payment in cash, or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the Underlying Share Purchase Price, plus transfer taxes, if any.
	 	 	 
	 	(k)	“Issuance Date” means July __, 2016.
	 	 	 
	 	(l)	“Market Price” on any Exercise Date or other date of valuation, means the value of one share of Common Stock, determined as follows:







 





(i)
If the Common Stock is then listed or admitted to trading on a NASDAQ market system or a stock exchange which reports closing
sale prices, the Market Price shall be the closing sale price on the Exercise Date or such other date of valuation on such
NASDAQ market system or principal stock exchange on which the Common Stock is then listed or admitted to trading, or, if no
closing sale price is reported on such day, then the Market Price shall be the closing sale price of the Common Stock on such
NASDAQ market system or such exchange on the next preceding day for which a closing sale price is reported.


 


(ii)
If the Common Stock is not then listed or admitted to trading on a NASDAQ market system or a stock exchange which reports
closing sale prices, the Market Price shall be the closing sale price on the Exercise Date or such other date of valuation as
reported in the over-the-counter market, or, if no closing sale price is reported on such day, the average of the closing bid
and asked prices of the Common Stock in the over-the-counter market on the Exercise Date or such other date of
valuation.


 


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


 


(n)
“Securities Act” means the Securities Act of 1933, as amended.


 


(o)
“Subscription Form” means the form attached hereto as Exhibit C.


 


(p)
“Underlying Share Expiration Date” means the last date on which this Warrant may be exercised, which shall
be 5:00 p.m., New York City time, on the day before the date which is five (5) years from the Issuance Date, or if such
expiration date is not a Business Day, at or before 5:00 p.m. New York City time on the next following Business
Day.


 


(q)
“Underlying Share Purchase Price” shall mean the purchase price to be paid upon the exercise of this
Warrant with respect to the Underlying Shares in accordance with the terms hereof, which price shall be $0.01 per Underlying
Share, subject to adjustment from time to time pursuant to the provisions of Section 4 hereof.


 






    	 	 2	 



    	 



    




 


(r)
“Underlying Shares” means the __________ shares of Common Stock that are the subject of this Warrant,
subject to adjustment from time to time as provided herein.


 


(s)
“Warrant” shall have the meaning set forth in the introductory paragraph.


 


(t)
“Warrant Holder” means a person or entity in whose name this Warrant shall be either initially or
subsequently registered upon the books to be maintained by the Company for such purpose, and “Warrant Holders”
means, collectively, the Warrant Holder and all other persons or entities in whose name this Warrant shall be either
initially or subsequently registered upon the books to be maintained by the Company for such purpose.


 


SECTION
2. Duration, Vesting and Exercise.


 


(a) Duration.
This Warrant may be exercised from time to time, upon the terms and subject to the conditions set forth herein, at any time
on or before the Underlying Share Expiration Date. If this Warrant is not exercised in accordance with the terms hereof on or
before the Underlying Share Expiration Date, the Warrant Holder shall no longer be entitled to purchase the Underlying Shares
and all rights hereunder to purchase such Underlying Shares shall thereupon cease.


 


(b) Vesting.
All of the Underlying Shares shall be immediately eligible for purchase on the Issuance Date.


 


(c) Exercise.


 


i.
A Warrant Holder may exercise this Warrant, in whole or in part, to purchase the Underlying Shares in such amounts as may be
elected upon (A) the surrender of this Warrant to the Company at its corporate office, together with a duly executed
Subscription Form and the full Underlying Share Purchase Price for each Underlying Share to be purchased, in lawful money of
the United States, or by check payable in United States dollars to the order of the Company, and (B) compliance with and
subject to the other conditions set forth herein.


 


ii.
Upon receipt of this Warrant, together with a duly executed Subscription Form, and accompanied by payment of the Underlying
Share Purchase Price for the number of Underlying Shares for which this Warrant is then being exercised, the Company shall,
subject to Section 5(b) hereof, cause to be issued and delivered promptly to the Warrant Holder certificates for such shares
of Common Stock in such denominations as are requested by the Warrant Holder in the Subscription Form.


 


iii.
In case a Warrant Holder shall exercise this Warrant with respect to less than all of the Underlying Shares, the Company will
execute a new Warrant, which shall be exercisable for the balance of the Underlying Shares that may be purchased upon
exercise of the unexercised portion of this Warrant and shall deliver such new Warrant to the Warrant Holder.








 






    	 	 3	 



    	 



    

 


iv.
This Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the
Person entitled to receive the vested Underlying Shares and any new Warrant representing the unexercised portion of this
Warrant deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Shares and new
Warrant, respectively, as of the close of business on the Exercise Date.


 


v.
The Company covenants and agrees that it will pay when due and payable any and all taxes that may be payable in respect of
the issue of this Warrant or the issue of any vested Underlying Shares. The Company shall not, however, be required to pay
any tax that may be payable in respect of any transfer by the Warrant Holder of this Warrant or any Underlying Shares to any
person or entity at the time of surrender. Until the payment of the tax referred to in the previous sentence and the
presentation to the Company by the Warrant Holder of reasonable proof of such payment, the Company shall not be required to
issue Underlying Shares or a new Warrant representing the unexercised portion of this Warrant to any transferee.


 


(d)
Callable at Company Option.


 


i. Trigger
Event. In the event that the average Market Price of Common Stock for any ten (10) trading days following the Issuance
Date is equal to or greater than $0.04, then the Company, at its option, can call for the unexercised portion of this
Warrant.


 


ii. Call
Notice. If the Company chooses to call the unexercised portion of this Warrant, then the Company will provide written
notification (the “Call Notice”) to the Warrant Holder informing the Warrant Holder of the Company’s
intent.


 


iii. Exercise
and Payment. The Warrant Holder will have ten (10) days from receipt of the Call Notice to exercise and make payment to
the Company for the unexercised portion of this Warrant (the “Call Exercise Period”).


 


iv. Failure
to Exercise During Call Exercise Period. If the Warrant Holder fails to exercise and remit payment during the Call
Exercise Period, then the unexercised portion of this Warrant shall be forfeited by the Warrant Holder and this Warrant will
terminate.


 


(e) Cashless
Exercise. In lieu of exercising this Warrant in accordance with Section 2(c) and payment of the Underlying Share
Purchase Price, a Warrant Holder may exercise this Warrant, in whole or in part, by presentation and surrender of this
Warrant to the Company, together with a duly executed Cashless Exercise Form (a “Cashless Exercise”).
Acceptance by the Company of such presentation and surrender shall be deemed a waiver of the Warrant Holder’s
obligation to pay all or any portion of the Underlying Share Purchase Price in cash, as the case may be. In the event of a
Cashless Exercise, the Warrant Holder shall exchange this Warrant for that number of shares of Common Stock determined by
multiplying the number of shares of Common Stock for which this Warrant is being exercised by a fraction, the numerator of
which shall be the difference between the Market Price on the Exercise Date and the Underlying Share Purchase Price, and the
denominator of which shall be the then Market Price on the Exercise Date.


 




    	 	 4	 



    	 



    

 





SECTION
3. Covenants.


 


(a) Issuance
and Sale of Underlying Shares. The Company covenants that it will at all times reserve and keep available, free from
preemptive rights, out of its authorized Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such
number of shares of Common Stock as shall equal the aggregate number of the Underlying Shares. The Company covenants that all
shares of Common Stock that shall be issuable upon exercise of this Warrant shall, at the time of delivery, be duly and
validly issued, fully paid, non-assessable and free from all taxes, liens and charges with respect to the issue thereof
(other than those which the Company shall promptly pay or discharge).


 


(b) Restrictive
Legend. Each certificate evidencing shares of Common Stock issued to the Warrant Holder following the exercise of this
Warrant shall bear the following restrictive legend, or a restrictive legend similar thereto, until such time as the transfer
of such security is not restricted under the federal securities laws:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) RULE 144 UNDER THE SECURITIES
ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), TO THE EXTENT APPLICABLE, OR (III)
AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT IS AVAILABLE.


 


SECTION
4. Adjustment of Underlying Share Purchase Price and Number of Underlying Shares. The number of Underlying Shares
purchasable upon the exercise of this Warrant and the payment of the Underlying Share Purchase Price shall be subject to
adjustment from time to time as follows:


 


(a) Adjustment
for Stock Splits and Combinations. If the Company at any time or from time to time after the date of this Warrant shall
effect a subdivision of the outstanding Common Stock or combines the outstanding shares of Common Stock, then, in each such
case, the Underlying Share Purchase Price in effect immediately prior to such event and the number of shares of Common Stock
eligible for purchase hereunder shall be adjusted so that the Warrant Holder shall have the right to purchase the number of
shares of Common Stock which he, she or it would have received after the event had such shares of Common Stock been purchased
immediately prior to the occurrence of such event. Any adjustment under this Section 4(a) shall become effective as of the
date and time such subdivision or combination becomes effective.


 




    	 	 5	 



    	 



    

 


(b) Reorganization,
Reclassification, Consolidation, Merger or Sale.


 


(i)
Any recapitalization, reorganization, reclassification, consolidation, merger or any other transaction which is effected in
such a way that holders of more than fifty percent (50%) of the shares of Common Stock then outstanding are entitled to
receive (either directly or upon subsequent liquidation) stock, securities or assets of another Person with respect to or in
exchange for their shares of Common Stock, is referred to herein as a “Change of Control.”


 


(ii)
Prior to the consummation of any Change of Control, the Company shall make appropriate provisions to insure that the Warrant
Holder shall thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of
Common Stock immediately theretofore acquirable and receivable upon the exercise of such Warrant Holder’s rights under
this Warrant, such shares of Common Stock or other securities as may be issuable or payable with respect to or in exchange
for the number of shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Warrant
Holder’s rights under this Warrant.


 


(c) No
Impairment. The Company will not, through any reorganization, recapitalization, 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.


 


(d) Certificate
of Adjustment. In any case of an adjustment of the number of shares of Common Stock to be purchased under this Warrant
at the Underlying Share Purchase Price, an officer of the Company shall compute such adjustment in accordance with the
provisions hereof and prepare and sign a certificate showing such adjustment and shall mail such certificate, by first class
mail, postage prepaid, to the Warrant Holder at the address of the Warrant Holder set forth or as provided herein. The
certificate shall set forth such adjustment, showing in detail the facts upon which such adjustment is based upon, including
a statement of the number of shares of Common Stock and the type and amount, if any, of other property which at the time
would be received upon the purchase of the Underlying Shares.


 


(e) Closing
of Books. The Company will at no time close its transfer books against the transfer of any shares of Common Stock issued
or issuable upon the purchase of any shares of Common Stock under this Warrant in any manner which interferes with the timely
purchase of such shares of Common Stock, except as otherwise may be required by law.


 




    	 	 6	 



    	 



    

 


SECTION
5. Other Provisions Relating to Rights of the Warrant Holder.


 


(a) Warrant
Holder not a Stockholder. The Warrant Holder, as such, shall not be entitled to vote or receive dividends or be deemed a
holder of Common Stock for any purpose whatsoever, nor shall anything contained in this Warrant be construed to confer upon
the Warrant Holder, as such, any of the rights of a stockholder of the Company, including, but not limited to, the right to
vote for the election of directors or on any other matter, give or withhold consent to any action by the Company (whether
upon any recapitalization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings or other action affecting stockholders (except for notices provided for in this Warrant), receive
dividends or subscription rights, until this Warrant shall have been exercised to purchase Underlying Shares, at which time
the Person or Persons in whose name or names the certificate or certificates for the shares of Common Stock are registered
shall be deemed the holder or holders of record of such shares of Common Stock for all purposes.


 


(b) Fractional
Shares. Anything contained herein to the contrary notwithstanding, the Company shall not be required to issue any
fractional shares of Common Stock in connection with the exercise of this Warrant. In any case where the Warrant Holder
would, except for the provisions of this Section 5(b), be entitled under the terms of this Warrant to receive a fraction of a
share of Common Stock upon the exercise of this Warrant, the Company shall, upon the exercise of this Warrant and receipt of
the Underlying Share Purchase Price, issue the largest number of whole shares of Common Stock purchasable upon exercise of
this Warrant. The Warrant Holder expressly waives his, her or its right to receive a certificate of any fraction of a share
of Common Stock upon the exercise hereof. However, with respect to any fraction of a share of Common Stock called for upon
any exercise hereof, the Company shall pay to the Warrant Holder an amount in cash equal to such fraction multiplied by the
market price per share of Common Stock.


 


(c) Absolute
Owner. Prior to due presentment for registration of transfer of this Warrant, the Company may deem and treat the Warrant
Holder as the absolute owner of this Warrant for the purpose of any exercise thereof and for all other purposes and the
Company shall not be affected by any notice to the contrary.


 


SECTION
6. Division, Split-Up, Combination, Exchange and Transfer of Warrants


 


(a) Request.
Subject to compliance with applicable federal and state securities laws, this Warrant may be divided, split up, combined or
exchanged for other Warrants of like tenor to purchase a like aggregate number of Underlying Shares. If the Warrant Holder
desires to divide, split up, combine or exchange this Warrant, he, she or it shall make such request in writing delivered to
the Company at its corporate offices in Little River, South Carolina, or as otherwise directed by the Company in writing, and
shall surrender this Warrant to be so divided, split up, combined or exchanged at said office; provided, however,
that if this Warrant is divided or split up and any resulting Warrant is to be issued in the name of a person other than the
Warrant Holder, the Warrant Holder must comply with the provisions of Section 6(b) hereof. Upon any such surrender for a
division, split-up, combination or exchange, the Company shall execute and deliver to the Warrant Holder the new Warrants as
so requested. The Company may require the Warrant Holder to pay a sum sufficient to cover any tax, governmental or other
charge that may be imposed in connection with any division, split-up, combination or exchange of this Warrant.


 




    	 	 7	 



    	 



    

 


(b) Assignment;
Replacement of Warrant. Subject to compliance with applicable federal and state securities laws, this Warrant as it
relates to Underlying Shares may be sold, transferred, assigned or hypothecated by the Warrant Holder at any time, in whole
or in part; provided, however, that the Company may, at its sole discretion, request that the Warrant Holder
provide an opinion of counsel, which opinion shall be reasonably satisfactory to counsel to the Company, that the transfer,
assignment or hypothecation qualifies for an exemption from registration under the Securities Act. Any division or assignment
permitted of this Warrant shall be made by surrender by the Warrant Holder of this Warrant to the Company at its principal
office with the Assignment Form attached as Exhibit A hereto duly executed, together with funds sufficient to pay any
transfer tax. In such event, the Company shall, without charge, execute and deliver one or more new Warrants in the name of
the assignees named in such instrument of assignment and the surrendered Warrant shall promptly be canceled; provided, however,
that if less than all of the Underlying Shares are assigned, the remainder of this Warrant will be evidenced by a new
Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and (in the case of
mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor
and date and any such lost, stolen or destroyed Warrant shall thereupon become void.


 


SECTION
7 Other Matters.


 


(a) Taxes
and Charges. The Company will from time to time promptly pay, subject to the provisions of paragraph (v) of Section
2(c), all taxes and charges that may be imposed upon the Company in respect of the issuance or delivery, but not the
transfer, of this Warrant or the Underlying Shares.


 


(b) Notices.
Notice or demand pursuant to this Warrant to be given or made by the Warrant Holder to or on the Company or by the Company
to or on the Warrant Holder, shall be sufficiently given or made if delivered personally or by overnight courier, or sent by
registered or certified mail, postage prepaid, return receipt requested, or by facsimile transmission, electronically
confirmed, and addressed, until another address is designated in writing by either the Company or the Warrant Holder, as the
case may be, as follows:


 


If
to the Company:


 


Integrated
Environmental Technologies, Ltd.


4235
Commerce Street


Little
River, S. Carolina 29566


Attention:
President and Chief Executive Officer


Telephone
No.: (843) 390-2500


Facsimile
No.: (843) 390-3900


 


If
to the Warrant Holder:


 


XXXXXXXX


XXXXXXXX


XXXXXXXX


Telephone
No.: XXXXXX


 




    	 	 8	 



    	 



    

 


Except
as otherwise provided herein, notices delivered in accordance with the foregoing provisions of this Section 7(b) shall be effective
(i) when delivered, if delivered personally or by facsimile transmission electronically confirmed, (ii) one Business Day after
being delivered (properly addressed and all fees paid) for overnight delivery to a courier (such as Federal Express) which regularly
provides such service and regularly obtains executed receipts evidencing delivery, or (iii) five (5) days after being sent by
registered or certified mail, postage prepaid, return receipt requested.


 


(c) Governing
Law. The validity, interpretation and performance of this Warrant shall be governed by the laws of the state of New
Jersey, without giving effect to the conflicts of laws principles thereof.


 


(d) Exclusive
Benefit. Nothing in this Warrant is intended, or shall be construed, to confer upon, or give to, any Person other than
the Company and the Warrant Holder any right, remedy or claim hereunder, and all covenants, conditions, stipulations,
promises and agreements contained in this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant
Holder and their successors, survivors and permitted assigns hereunder. This Warrant is for the benefit of and is enforceable
by any subsequent Warrant Holder.


 


(e) Headings.
The article headings herein are for convenience only and are not part of this Warrant and shall not affect the
interpretation hereof.


 


*****


 


IN
WITNESS WHEREOF, Integrated Environmental Technologies, Ltd. has caused this Warrant to be duly executed and delivered as
of the date first above written.


 


	 	INTEGRATED
    ENVIRONMENTAL
	 	TECHNOLOGIES,
    LTD.
	 	 	 
	 	By:	
	 	Name:	Thomas
    S. Gifford
	 	Title:	Executive
    Vice President and
	 	 	Chief
    Financial Officer


 







    	 	 9	 



    	 



    




 


EXHIBIT
A


 


ASSIGNMENT
FORM


 


For
value received, the undersigned hereby sells, assigns and transfers unto ____________ whose address is _______________and whose
social security or other identifying number is _______________, this Warrant to purchase __________________ Underlying Shares,
and hereby irrevocably constitutes and appoints the Secretary of Integrated Environmental Technologies, Ltd. as his, hers or its
attorney-in-fact to transfer the same on the books of the Company with full power of substitution and re-substitution. If said
number of Underlying Shares is less than all of the Underlying Shares purchasable under this Warrant so assigned, the undersigned
requests that a new Warrant representing the remaining Underlying Shares be registered in the name of ________________whose address
is _________________ whose social security or other identifying number is _______________________, and that such new Warrant be
delivered to _____________________, whose address is_____________________.


 








	Date:		 	
	 	 	 	(Signature)
	 	 	 	 
	 	 	 	
	 	 	 	(Print Name)







 





Warrant
Holder:


 


Warrant
Date:


 




    	 



    	 		 



    

 


EXHIBIT
B


 


CASHLESS
EXERCISE FORM


 


(To
be executed upon exercise of this Warrant pursuant to Section 2(e) of this Warrant)


 


The
undersigned hereby irrevocably elects to surrender ________ shares purchasable under this Warrant being delivered herewith, for
such shares of Common Stock issuable in exchange therefor pursuant to the Cashless Exercise provisions of this Warrant, as provided
for in Section 2(e) of this Warrant.


 


Please
issue a certificate or certificates for the shares of Common Stock issuable as a result of this Cashless Exercise in the name
of, and pay cash for fractional shares:


 


(Please
print name, address, and social security number/tax identification number.)


 


and,
if said number of shares of Common Stock shall not be all the shares of Common Stock purchasable under this Warrant, that a new
Warrant for the balance remaining of the shares of Common Stock purchasable under this Warrant be registered in the name of the
undersigned Warrant Holder or his, her or its transferee as below indicated and delivered to the address stated below.


 


Dated:___________________________


 


	Name of Warrant Holder

                                                                                 or transferee:
	
	 	(Please
    Print)



 


	Address:	
	 	 
	Signature:	


 


NOTE:
Signature must conform to the name of Warrant Holder as specified on the face of this Warrant or with the name of the transferee
appearing in the Assignment Form attached as Exhibit A to this Warrant..


 




    	 



    	 		 



    

 


EXHIBIT
C


 


SUBSCRIPTION
FORM


 


The
undersigned hereby irrevocably elects to exercise this Warrant, to purchase __________ Underlying Shares and tenders payment herewith
in the amount of $____ The undersigned requests that a certificate for such Underlying Shares be registered in the name of __________,
whose address is __________ and whose social security or other identifying number is __________, and that such Underlying Shares
be delivered to __________, whose address is __________. If said number of Underlying Shares is less than all of the Underlying
Shares purchasable under this Warrant, the undersigned requests that a new Warrant representing the remaining Underlying Shares
be registered in the name of __________, whose address is __________ and whose social security or other identifying number is
__________, and that such new Warrant be delivered to __________ whose address is _______________________________________________


 





	Date:	 	 	 
	 	 	 	(Signature)
	 	 	 	 
	 	 	 	 
	 	 	 	(Print Name)







 


Warrant
Holder:


 


Warrant
Date: