EXHIBIT 10.6


 


 


	
        NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE
        OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER APPLICABLE
        STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
        SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, IF ANY, MAY NOT BE SOLD,
        OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE
        ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
        AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

         

         



 


 





 


 


 


 


COMMON STOCK PURCHASE WARRANT


 


To Purchase _______ Shares of Common Stock of


 


SAFETY QUICK LIGHTING & FANS CORP.


 


______________________ (the “Issuance
Date”)


 


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) CERTIFIES that, for value received, _____________________ (the “Holder”),
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date of this Warrant and on or prior to the fifth anniversary of the date of this Warrant (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Safety Quick Lighting & Fans Corp., a Florida corporation
(the “Company”), up to _______ shares (the “Warrant Shares”) of the Common Stock, par value
$0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the
“Exercise Price”) under this Warrant shall be US $0.375 (thirty-seven and one half cent US). The Exercise
Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated as of _________________, among the Company and the Purchaser parties signatory
thereto.


 


1. Title to Warrant.
Prior to the Termination Date and subject to compliance with applicable laws, including transfer restrictions imposed by applicable
securities laws, and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at
the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together
with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance
reasonably satisfactory to the Company.


 


2 Authorization
of Shares. The Company covenants that all Warrant Shares, which may be issued upon the exercise of the purchase rights represented
by this Warrant in accordance with the terms of this Warrant, including the payment of the exercise price for such Warrant Shares,
will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).



    	 



    	 



    




 


3. Exercise of Warrant.


 


(a) Exercise
of the purchase rights represented by this Warrant may be made at any time or times on or before the Termination Date by delivery
to the Company of a duly executed Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) and
surrender of this Warrant, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer
or cashier’s check drawn on a United States bank in immediately available funds. Certificates for shares purchased hereunder
shall be delivered to the Holder within 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender
of this Warrant and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”).
This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company
and the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder
or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all
purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required
to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails
to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the end
of business (New York, New York time) on the fifth Trading Day following the Warrant Share Delivery Date, then the Holder will
have the right to rescind such exercise. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the
Warrant as required pursuant to the terms hereof.


 


(b) If this
Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing
Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


(c) If at
any time after one year from the date of issuance of this Warrant, there is no effective Registration Statement registering the
resale of the Warrant Shares by the Holder at such time, this Warrant may also be exercised at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = the VWAP
on the Trading Day immediately preceding the date of such election;


 


(B) = the Exercise
Price of this Warrant, as adjusted; and


 


(X) = the number
of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise
rather than a cashless exercise.


 


“VWAP” shall mean, for any
date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted
on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a trading
day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or quoted on a Trading Market
and if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau
Incorporated (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 and reasonably acceptable to the Company.



    	 



    	 



    




 


4. No Fractional
Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.
As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a
cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.


 


5. Charges, Taxes
and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the
Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of
the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed
by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto.


 


6. Closing of Books.
The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof.


 


7. Transfer, Division
and Combination.


 


(a) Subject
to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof and to the provisions
of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the
form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.


 


(b) This
Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its
agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice.


 


(c) The
Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this
Section 7.


 


(d) The
Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.


 


(e) The
Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may
be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions
of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act
and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an
investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor”
as defined in Rule 501(a) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under
the Securities Act.



    	 



    	 



    




 


8. No Rights as
Shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder
of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price
(or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the
record owner of such shares as of the close of business on the later of the date of such surrender or payment.


 


9. Loss, Theft,
Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of
such Warrant or stock certificate.


 


10. Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.


 


11. Adjustments
of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time in the event that the Company: (i) pays a dividend in shares
of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock; (ii) subdivides its
outstanding shares of Common Stock into a greater number of shares; (iii) combines its outstanding shares of Common Stock into
a smaller number of shares of Common Stock; or (iv) issues any shares of its capital stock in a reclassification of the Common
Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted
so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which
it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment
of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter
be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per
Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant
Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment
made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record
date, if any, for such event.


 


12. Subsequent Equity
Sales. In the event that on or subsequent to the Issuance Date, the Company issues or sells any Common Stock, any securities
which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights
to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (the “Common
Stock Equivalents”) (other than (i) securities which are issued pursuant to the Transaction Documents, (ii) shares of
Common Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock
plans approved by the Board of Directors, and shares of Common Stock issuable under options or warrants that are outstanding as
of the date of the Transaction Documents or issued in the future pursuant to any stock incentive plan authorized by the Board of
Directors, and (iii) shares of Common Stock issued pursuant to a stock dividend, split or other similar transaction at an effective
price per share which is less than the Exercise Price, then the Exercise Price in effect immediately prior to such issue or sale
shall be reduced to the lowest per share price of Common Stock in such issuance or sale or deemed issuance or sale.



    	 



    	 



    




 


13. Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or
where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose
of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash,
shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”),
are to be received by or distributed to the holders of Common Stock of the Company, then, from and after the consummation of such
transaction or event, the Holder shall have the right thereafter to receive, instead of the Warrant Shares, at the option of the
Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event or (b) cash equal to the value of this Warrant as determined in accordance with the Black-Scholes
option pricing formula. For purposes of this Section 12, “common stock of the successor or acquiring corporation” shall
include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of
such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or
other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified
date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing
provisions of this Section 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or
disposition of assets.


 


14. Notice of Adjustment.
Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant
or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall
state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise
Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by which such adjustment was made.


 


15. Notice of Corporate
Action. If at any time:


 


(a) the
Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or


 


(b) there
shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company
or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation or,


 


(c) there
shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


then, in any one or more of such cases, the
Company shall give to Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or
distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, prior written notice of the date when the same
shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common
Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and (ii) the date on which
any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to
exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the
books of the Company and delivered in accordance with Section 16(d).



    	 



    	 



    




 


16. Authorized Shares.
The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares
upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary
to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of
any requirements of the Trading Market upon which the Common Stock may be listed.


 


Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation 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 of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon
such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and
(c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action
which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.


 


17. Miscellaneous.


 


(a) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts to be wholly performed within such state and without
regard to conflicts of law provisions that would result in the application of any laws other than the laws of the State of New
York. Any legal action or proceeding arising out of or relating to this Warrant may be instituted in the courts of the State of
New York sitting in New York County or in the United States of America for the Southern District of New York, and the parties hereto
irrevocably submit to the jurisdiction of each such court in any action or proceeding. Holder hereby irrevocably waives and agrees
not to assert, by way of motion, as a defense, or otherwise, in every suit, action or other proceeding arising out of or based
on this Warrant and brought in any such court, any claim that Holder is not subject personally to the jurisdiction of the above
named courts, that Holder’s property is exempt or immune from attachment or execution, that the suit, action or proceeding
is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.


 


(b) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered for resale, will
have restrictions upon resale imposed by state and federal securities laws.


 


(c) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder
terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which
results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.



    	 



    	 



    




 


(d) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.


 


(e) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase
Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for
the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.


 


(f) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by
any such Holder or holder of Warrant Shares.


 


(g) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


(h) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


(i) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


 


 


[Signature Page Follows]




    	 



    	 



    

 


 


IN WITNESS
WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.


 


Dated: _____________    ________


 


				
	SAFETY QUICK LIGHTING & FANS CORP.
			
	By:		
         

         
	
		    	
         

        James R. Hills 
	
			President & CEO 	


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


  


 


 


[Signature Page to
Common Stock Purchase Warrant] 




    	 



    	 



    

 


NOTICE OF EXERCISE


 


To: Safety Quick Lighting & Fans Corp.


 


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


 


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


 


 


	
         



 


     in lawful money of the United States; or


 


 


	
         



 


    the cancellation of such number of Warrant Shares as is necessary, in accordance with the
formula set forth in subsection 3(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection 3(c).


 


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


 


__________________________________________


 


The Warrant Shares shall
be delivered to the following:


 


__________________________________________


 


__________________________________________


 


__________________________________________


 


__________________________________________


 


(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended.


 


 


(PURCHASER)


 


By:_____________________________________


 


Name:_____________________________________


 


Title:_____________________________________


 


Dated:_____________________________________




    	 



    	 



    

			


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute this
form and supply required information. Do not use this form to exercise the warrant.)


 


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


 


			
			Dated:                      ,             
		
	Holder’s Signature		_______________________________________
		
	Holder’s Address:		_______________________________________
		
			_______________________________________
		
			_______________________________________


 


			
	Signature Guaranteed:		
         

         



 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.