Exhibit 4.2


 





THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT WITH RESPECT TO SUCH SECURITY, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT.


 


[FORM OF]


 


COMMON STOCK PURCHASE WARRANT


 


of


 


Playbutton Corporation 


(a Delaware Corporation)


 


FOR VALUE RECEIVED, Playbutton
Corporation., a Delaware corporation (the “Company”), hereby agrees to sell upon the terms and on the conditions
hereinafter set forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter defined) to ________________
or registered assigns (the “Holder”), under the terms as hereinafter set forth, __________________ (_____________)
fully paid and non-assessable shares of the Company’s Common Stock, par value $0.0001 per share (the “Warrant Stock”),
at a purchase price of $1.50 per share (the “Warrant Price”), pursuant to this warrant (this “Warrant”).
The number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter
set forth. The term “Common Stock” shall mean, when used herein, unless the context otherwise requires, the
stock and other securities and property at the time receivable upon the exercise of this Warrant.


 


1.             Exercise of Warrant.


 


a.             The Holder may exercise
this Warrant according to its terms by surrendering this Warrant to the Company, at the address set forth in Section 11, the Notice
of Exercise attached hereto having then been duly executed by the Holder, accompanied by cash, certified check or bank draft in
payment of the purchase price, in lawful money of the United States of America, for the number of shares of the Warrant Stock
specified in the Notice of Exercise, or as otherwise provided in this Warrant, prior to 5:30 p.m., Eastern Time, on __________________,
2017 (the “Expiration Date”).


 


b.             Notwithstanding anything contained herein to the contrary, if at any time after twelve (12) months from the date of issuance
of this Warrant there is no effective registration statement registering, or no current prospectus available for, the resale of
all of the shares of Warrant Stock issuable hereunder, then the Holder may, in its sole discretion, exercise this Warrant in whole
or in part by means of a “cashless exercise” in lieu of making a cash payment, and the Holder shall then be entitled
to receive a certificate for the number of shares of Warrant Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:


 


(A) = VWAP
(as defined below) on the business day immediately preceding the date of such election;


 


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


 


(X) = the number of shares of Warrant Stock 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.


 


For purposes of this
Warrant, “VWAP” means, for any date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on a Trading Market (as defined below), the daily volume weighted average price
of the Common Stock for the ten (10) trading days prior to such date (or the nearest preceding date) on the Trading Market on which
the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. New York City time
to 4:02 p.m. New York City time); (b) if the Common Stock is not then listed on a Trading Market and if prices for the Common Stock
are then quoted on the OTC Bulletin Board, the volume weighted average price of the Common Stock for the ten (10) trading days
prior to such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then listed or quoted
on a Trading Market or OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets”
published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the average
bid price per share of the Common Stock so reported for the twenty (20) trading days prior to such date; or (d) in all other cases,
the fair market value of a share of Common Stock as determined in good faith by the Company’s board of directors. For purposes
of this Warrant, “Trading Market” means the following markets or exchanges on which the Common Stock is listed
or quoted for trading on the date in question: the New York Stock Exchange, NYSE MKT or NASDAQ Stock Market.


 






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c.             This Warrant may be exercised in whole or in part so long as any exercise in part hereof would not involve the issuance
of fractional shares of Warrant Stock. If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in
form, in the name of the Holder, evidencing the right to purchase the number of shares of Warrant Stock as to which this Warrant
has not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or President and the Secretary
or Assistant Secretary of the Company. The term Warrant as used herein shall include any subsequent Warrant issued as provided
herein.


 


d.             No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company
shall pay cash in lieu of fractions with respect to the Warrants based upon the fair market value of such fractional shares of
Common Stock (which shall be the closing price of such shares on the exchange or market on which the Common Stock is then traded)
at the time of exercise of this Warrant.


 


e.             In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Stock
so purchased, registered in the name of the Holder, shall be delivered to the Holder within a reasonable time after such rights
shall have been so exercised. The person or entity in whose name any certificate for the Warrant Stock is issued upon exercise
of the rights represented by this Warrant shall for all purposes be deemed to have become the holder of record of such shares immediately
prior to the close of business on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable
taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment
is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such
shares at the opening of business on the next succeeding date on which the stock transfer books are open. The Company shall pay
any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common
Stock on exercise of this Warrant.


 


2.             Disposition of
Warrant Stock and Warrant.


 


a.             The Holder hereby
acknowledges that this Warrant and any Warrant Stock purchased pursuant hereto are, as of the date hereof, not registered: (i)
under the Securities Act of 1933, as amended (the “1933 Act”), on the ground that the issuance of this Warrant
is exempt from registration under Section 4(2) of the 1933 Act as not involving any public offering or (ii) under any applicable
state securities law because the issuance of this Warrant does not involve any public offering; and that the Company’s reliance
on the Section 4(2) exemption of the 1933 Act and under applicable state securities laws is predicated in part on the representations
hereby made to the Company by the Holder that it is acquiring this Warrant and will acquire the Warrant Stock for investment for
its own account, with no present intention of dividing its participation with others or reselling or otherwise distributing the
same, subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control.


 


The Holder hereby agrees
that it will not sell or transfer all or any part of this Warrant and/or Warrant Stock unless and until it shall first have given
notice to the Company describing such sale or transfer and furnished to the Company either (i) an opinion, reasonably satisfactory
to counsel for the Company, of counsel (skilled in securities matters, selected by the Holder and reasonably satisfactory to the
Company) to the effect that the proposed sale or transfer may be made without registration under the 1933 Act and without registration
or qualification under any state law, or (ii) an interpretative letter from the Securities and Exchange Commission to the effect
that no enforcement action will be recommended if the proposed sale or transfer is made without registration under the 1933 Act.


 






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b.             If, at the time of issuance of the shares issuable upon exercise of this Warrant, no registration statement is in effect
with respect to such shares under applicable provisions of the 1933 Act, the Company may at its election require that the Holder
provide the Company with written reconfirmation of the Holder’s investment intent and that any stock certificate delivered
to the Holder of a surrendered Warrant shall bear legends reading substantially as follows:


 


“THE SHARES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”


 


In addition, so long as the foregoing legend
may remain on any stock certificate delivered to the Holder, the Company may maintain appropriate “stop transfer” orders
with respect to such certificates and the shares represented thereby on its books and records and with those to whom it may delegate
registrar and transfer functions.


 


3.             Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance upon the
exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant.
The Company further agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will
be duly authorized and will, upon issuance and against payment of the exercise price, be validly issued, fully paid and non-assessable,
free from all taxes, liens, charges and preemptive rights with respect to the issuance thereof, other than taxes, if any, in respect
of any transfer occurring contemporaneously with such issuance and other than transfer restrictions imposed by federal and state
securities laws.


 


4.             Exchange, Transfer or Assignment of Warrant. This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants
of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any,
with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall
promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation
hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying
the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.


 


5.             Capital Adjustments. This Warrant is subject to the following further provisions:


 


a.             Recapitalization,
Reclassification and Succession. If any recapitalization of the Company or reclassification of its Common Stock or any
merger or consolidation of the Company into or with a corporation or other business entity, or the sale or transfer of all or
substantially all of the Company’s assets or of any successor corporation’s assets to any other corporation or business
entity (any such corporation or other business entity being included within the meaning of the term “successor corporation”)
shall be effected, at any time while this Warrant remains outstanding and unexpired, then, as a condition of such recapitalization,
reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made whereby the Holder of this
Warrant thereafter shall have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares
of Common Stock immediately theretofore issuable upon the exercise of this Warrant, such shares of capital stock, securities or
other property as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal
to the number of shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization,
reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall
be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.


 






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b.             Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired
shall subdivide or combine its Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and
the Warrant Price shall be proportionately adjusted.


 


c.             Stock Dividends and Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall
issue or pay the holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling
them to receive, a dividend payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be adjusted in
accordance with Section 5(e) and (ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be
adjusted to the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant
been exercised immediately prior thereto.


 


d.             Stock and Rights Offering to Shareholders. If the Company at any time while the Warrant remains outstanding distribute
to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness
or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or prior year’s
earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to
in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”),
then in each such case, the Company shall reserve shares or other units of such Securities for distribution to the Holder upon
exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will
receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately
prior to the record date for the distribution of the Securities, exercised this Warrant.


 


e.             Warrant Price Adjustment. Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable
upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall
be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the
numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to
such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of
this Warrant immediately thereafter.


 


f.             Certain Shares Excluded. The number of shares of Common Stock outstanding at any given time for purposes of the adjustments
set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company.


 


g.             Deferral and Cumulation of De Minimis Adjustments. The Company shall not be required to make any adjustment pursuant
to this Section 5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately
before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise
have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with
any adjustment or adjustments so carried forward, shall amount to not less than one percent (1%) of the Warrant Price in effect
immediately before the event giving rise to such next subsequent adjustment.


 


h.             Duration of Adjustment. Following each computation or readjustment as provided in this Section 5, the new adjusted
Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further
computation or readjustment thereof is required.


 


6.             Call Right.
This Warrant may be redeemed prior to the Expiration Date, at the option of the Company, at a price of $0.001 per share of Warrant
Stock (“Redemption Price”), upon not less than 10 days prior written notice (“Redemption Period”)
to the Holder notifying Holder of the Company’s intent to exercise such right and setting forth a time and date for such
redemption; provided, however, that no redemption under this Section 6 may occur unless (i) the Company’s
Common Stock has had a per share closing sales price of at least $2.50 (as proportionately adjusted for any split, combination
or the like) for twenty (20) consecutive trading days and (ii) at the date of the redemption notice and during the entire Redemption
Period there is an effective registration statement covering the resale of the Warrant Stock. This Warrant may be exercised by
the Holder, for cash, at any time after notice of redemption has been given by the Company and prior to the time and date fixed
for redemption, and the other provisions of this Warrant shall remain in full force and effect through and including the redemption
date. On and after the redemption date, the Holder shall have no further rights except to receive, upon surrender of this Warrant,
the Redemption Price.


 






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7.             Limitation on
Exercises. The Company shall not affect the exercise of this Warrant, and the Holder shall not have the right to exercise
this Warrant, to the extent that after giving effect to such exercise, the Holder (together with such Holder’s affiliates)
would beneficially own in excess of 4.99% (“Maximum Percentage”) of the shares of Common Stock outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common
Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock
which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder
and its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred
stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set
forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended. To the extent that the limitation contained in this Section 7 applies,
the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any
affiliate) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any affiliate) and of which portion of this Warrant is exercisable, in each
case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy
of the determination. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder
may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q,
Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common
Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
business day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage
to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective
until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the
Holder sending such notice and not to any other holder of Warrants. The restriction described in this Section 7 shall be automatically
waived in the event that the Company issue’s to Holder a notice of its intent to redeem this Warrant pursuant to Section
6. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the
terms of this Section 7 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation.


 


8.             Notice to Holders.


 


a.             Notice of Record
Date. In case:


 


(i)             the Company
shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus
of the Company) or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right;


 






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(ii)            of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation
with or merger of the Company into another corporation, or any conveyance of all or substantially all of the assets of the Company
to another corporation; or


 


(iii)           of any voluntary dissolution, liquidation or winding-up of the Company;


 


then, and in each such case, the Company
will mail or cause to be mailed to the Holder hereof at the time outstanding a notice specifying, as the case may be, (i) the date
on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character
of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as of which the holders
of record of Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution or winding-up. Such notice shall be
mailed at least thirty (30) days prior to the record date therein specified, or if no record date shall have been specified therein,
at least thirty (30) days prior to such specified date, provided, however, failure to provide any such notice shall not affect
the validity of such transaction.


 


b.             Certificate of
Adjustment. Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company shall promptly make a certificate
signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth
in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving
effect to such adjustment, and shall promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid)
to the Holder of this Warrant.


 


9.             Loss, Theft,
Destruction or Mutilation. Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonable discretion,
of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction,
of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation thereof, the
Company will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated the date hereof.


 


10.           Warrant Holder Not a Stockholder. The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant
to any rights whatsoever as a stockholder of the Company.


 


11.           Notices. Any notice required or contemplated by this Warrant shall be deemed to have been duly given if transmitted
by registered or certified mail, return receipt requested, or nationally recognized overnight delivery service, to the Company
at its principal executive offices located at 37 W 28th St 3rd Floor, New York, NY 10001, Attention: Adam Tichauer, Chief Executive
Officer, or to the Holder at the name and address set forth in the Warrant Register maintained by the Company.


 


12.           Choice of Law. THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


 


13.           Jurisdiction and Venue. The Company and Holder hereby agree that any dispute which may arise between them arising
out of or in connection with this Warrant shall be adjudicated before a court located in New York County, New York and they hereby
submit to the exclusive jurisdiction of the federal and state courts of the State of York located in New York County with respect
to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting
the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Warrant or any acts or omissions relating to the sale of the securities hereunder, and consent
to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested,
in care of the address set forth herein or such other address as either party shall furnish in writing to the other.


 






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IN WITNESS WHEREOF, the
Company has duly caused this Warrant to be signed on its behalf, in its corporate name and by its duly authorized officers, as
of this ___ day of ___________, 2012.


 


Playbutton Corporation


 


 


By:_______________________________


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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NOTICE OF EXERCISE


 


	TO:	Playbutton Corporation.
	 	37
W 28th St 3rd Floor,

                                  New
York, NY 10001,

                                  Attention: Chief Executive Officer








  


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


 


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


 


£in lawful money
of the United States; or


 


£if permitted,
the cancellation of __________ shares of Warrant Stock in order to exercise this Warrant with respect to ____________ shares of
Warrant Stock (using a VWAP of $______ for this calculation), in accordance with the formula and procedure set forth in subsection
1(b).


 


£if permitted,
the cancellation of such number of shares of Warrant Stock as is necessary, in accordance with the formula and procedure set forth
in subsection 1(b), to exercise this Warrant with respect to the maximum number of shares of Warrant Stock purchasable pursuant
to a cashless exercise. 


 


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


 





 



  


The shares of Warrant
Stock shall be delivered to the following DWAC Account Number, if permitted, or by physical delivery of a certificate to:


 






 



 






 



 





 




 


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


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: _____________________________________________________________________________


 


Signature of Authorized Signatory of Investing Entity: _______________________________________________________


 


Name and Title of Authorized Signatory: __________________________________________________________________


 


Date: ____________________________________________________________________________________________


 






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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, all of or   shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


___________________________________ whose address is


 


_________________________________________________


 


_________________________________________________


 





Dated: ________________,         


 


Holder’s Name: ________________________________________________________________________________________


 


Holder’s Signature: _____________________________________________________________________________________


 


Name and Title of Signatory: ______________________________________________________________________________


 


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.


 


 



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