Exhibit
4.8


 


THIS
WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”). EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH
SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID
ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.


 


THIS
WARRANT IS NOT EXERCISABLE UNTIL THE EFFECTIVE DATE (AS DEFINED BELOW).


 


COMMON
STOCK PURCHASE WARRANT


 


EASTSIDE
DISTILLING, INC. 


 


Right
to Purchase Warrant Shares


 


THIS
CERTIFIES THAT, for value received, TQLA, LLC, a California limited liability company or its registered assigns, is entitled
to purchase from Eastside Distilling, Inc., a Nevada corporation (the “Company”), at any time or from
time to time during the period specified in Paragraph 2 hereof, that number of shares of common stock of the Company par value
$0.0001 per share (“Common Stock”) equal to forty percent (40%) of the aggregate principal amount then outstanding
under that Secured Promissory Note dated as of the date hereof in favor of TQLA, LLC (the “Note”) as of the
Effective Date (as defined below) divided by the lesser of (a) the volume-weighted average closing price in U.S. dollars
for the Common Stock of the Company for the twenty (20) consecutive trading days immediately preceding the Effective Date or (b)
90% of the per share price paid by any investor that purchases shares of Common Stock in any equity financing consummated while
the Note remains outstanding (such price, the “Warrant Issuance Price”) rounded down to the nearest whole number
of shares, at an exercise price per share equal to the Warrant Issuance Price (the “Exercise Price”); The term
“Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares
and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.


 


This
Warrant is subject to the following terms, provisions, and conditions:


 


1.
Manner of Exercise; Issuance of Certificates; Payment for Shares. Subject to the provisions hereof, this Warrant may be
exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement
in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any
business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate
by notice to the holder hereof), and upon payment to the Company in reduction of Company’s obligation to TQLA, LLC, under
the Note, in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price
for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the
holder hereof or such holder’s designee, as the record owner of such shares, as of the close of business on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall
have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate
number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding
five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations
as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated
by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall,
at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares
with respect to which this Warrant shall not then have been exercised.


 




    	 



    	 



    

 


Notwithstanding
anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise this Warrant for
a number of shares of Common Stock that would require the Company to hold a vote of the Company’s stockholders pursuant
to Nasdaq Listing Rules (i.e. the number of shares Common Stock issuable under this Warrant will not exceed 19.9% of the Company’s
outstanding shares of Common Stock).


 


2.
Period of Exercise. This Warrant is not exercisable unless and until the Company fails to pay the entire amount of outstanding
principal and any remaining accrued interest on the Note in full on or prior to the Maturity Date (as defined in the Note) (the
day following the Maturity Date, the “Effective Date”). This Warrant is exercisable at any time or from time
to time on or after the Effective Date and before 6:00 p.m., New York, New York time on the fifth (5th) anniversary of the Effective
Date (the “Exercise Period”). If the Note is paid in full on or prior to the Maturity Date, this Warrant will
be deemed immediately cancelled without any further action.


 


3.
Certain Agreements of the Company. The Company hereby covenants and agrees as follows:


 


(a)
Shares to be Fully Paid. All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be
validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.


 


(b)
Reservation of Shares. During the Exercise Period, the Company shall at all times have authorized, and reserved
for the purpose of issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise
of this Warrant.


 


(c)
Certain Actions Prohibited. The Company will not, by amendment of its charter or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant.


 


(d)
Successors and Assigns. This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation,
or acquisition of all or substantially all the Company’s assets.


 


4.
Antidilution Provisions. During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject
to adjustment from time to time as provided in this Paragraph 4. In the event that any adjustment of the Exercise Price as required
herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.


 


(a)
Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a greater
number of shares, then, after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior
to such subdivision will be proportionately reduced. If the Company at any time combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) the shares of Common Stock acquirable hereunder into a smaller number of shares,
then, after the date of record for effecting such combination, the Exercise Price in effect immediately prior to such combination
will be proportionately increased.


 


(b)
Consolidation, Merger or Sale. In case of any consolidation of the Company with, or merger of the Company into any
other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in
connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance,
adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of
this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such
shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common
Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or
conveyance not taken place. In any such case, the Company will make appropriate provision to ensure that the provisions of this
Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter
deliverable upon the exercise of this Warrant.


 




    	 



    	 



    

 


(c)
Distribution of Assets. In case the Company shall declare or make any distribution of its assets (including cash)
to all holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date
of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the
holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common
Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the
holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.


 


(d)
Notice of Adjustment. Upon the occurrence of any event which requires any adjustment of the Exercise Price, then,
and in each such case, the Company shall give notice thereof to the holder of this Warrant, which notice shall state the Exercise
Price resulting from such adjustment and the increase or decrease in the number of Warrant Shares purchasable at such price upon
exercise, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.


 


(e)
Minimum Adjustment of Exercise Price. No adjustment of the Exercise Price shall be made in an amount of less than
1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment
shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.


 


(f)
No Fractional Shares. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but
the Company shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal
to the same fraction of the Market Price of a share of Common Stock on the date of such exercise.


 


(g)
Other Notices. In case at any time:


 


(1)
the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution
(including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;


 


(2)
the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class
or other rights;


 


(3)
there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger
of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or


 


(4)
there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


then,
in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company
shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution,
or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known,
a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on
which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange
their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to
the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice
or any defect therein shall not affect the validity of the proceedings referred to in clauses (1), (2), (3) and (4) above.


 




    	 



    	 



    

 


(h)
Certain Definitions.


 


(1)
“Market Price,” as of any date, (i) means, with respect to shares of Common Stock, the volume-weighted
average closing price in U.S. dollars for the shares of the Common Stock on the Nasdaq stock market for the twenty (20) consecutive
trading days immediately preceding such date, or (ii) if market value cannot be calculated as of such date on any of the foregoing
basis, the Market Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the
Company. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with
respect to any other security in respect of which a determination as to market value must be made hereunder.


 


(2)
“Common Stock,” for purposes of this Paragraph 4, includes the Common Stock, par value $.0001 per share,
and any additional class of stock of the Company having no preference as to dividends or distributions on liquidation, provided
that the shares purchasable pursuant to this Warrant shall include only shares of Common Stock, par value $.0001 per share, in
respect of which this Warrant is exercisable, or shares resulting from any subdivision or combination of such Common Stock, or
in the case of any reorganization, reclassification, consolidation, merger, or sale of the character referred to in Paragraph
4(b) hereof, the stock or other securities or property provided for in such Paragraph.


 


5.
Issue Tax. The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge
to the holder of this Warrant or such shares for any issuance tax or other costs in respect thereof, provided that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of
any certificate in a name other than the holder of this Warrant.


 


6.
No Rights or Liabilities as a Shareholder. This Warrant shall not entitle the holder hereof to any voting rights or other
rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof
to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to
any liability of such holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


 


7.
Transfer, Exchange, and Replacement of Warrant.


 


(a)
Restriction on Transfer. This Warrant and the rights granted to the holder hereof are transferable, in whole or
in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office
or agency of the Company referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject
to the conditions set forth in Paragraph 7(f) hereof. Until due presentment for registration of transfer on the books of the Company,
the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not
be affected by any notice to the contrary.


 


(b)
Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the
holder hereof at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing
in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new
Warrants to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such
surrender.


 




    	 



    	 



    

 


(c)
Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction,
or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation
of this Warrant, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


(d)
Cancellation; Payment of Expenses. Upon the surrender of this Warrant in connection with any transfer, exchange,
or replacement as provided in this Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company shall pay
all taxes (other than securities transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the holder
or transferees) and charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph
7.


 


(e)
Register. The Company shall maintain, at its principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the
name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee
and each prior owner of this Warrant.


 


(f)
Exercise or Transfer Without Registration. If, at the time of the surrender of this Warrant in connection with any
exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder),
shall not be registered under the Securities Act and under applicable state securities or blue sky laws, the Company may require,
as a condition of allowing such exercise, transfer, or exchange, (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 and counsel are acceptable to the Company, to the effect
that such exercise, transfer, or exchange may be made without registration under said 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; provided that no such opinion, letter or status as an “accredited investor” shall be required
in connection with a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and holding
the same, represents to the Company that such holder is an “accredited investor” as defined in Rule 501(a) promulgated
under the Securities Act and is acquiring this Warrant for investment purposes and not with a view to the distribution thereof.


 


8.
Notices. All notices, requests, and other communications required or permitted to be given or delivered hereunder to the
holder of this Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail
or by recognized overnight mail courier, postage prepaid and addressed, to such holder at the address shown for such holder on
the books of the Company, or at such other address as shall have been furnished to the Company by notice from such holder. All
notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall be in
writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier,
postage prepaid and addressed, to the office of the Company at 1001 SE Water Avenue, Suite 390, Portland, Oregon 97214 Attention:
Chief Executive Officer, or at such other address as shall have been furnished to the holder of this Warrant by notice, or at
such other address as shall have been furnished to the holder of this Warrant by notice from the Company. Any such notice, request,
or other communication may be sent by facsimile, but shall in such case be subsequently confirmed by a writing personally delivered
or sent by certified or registered mail or by recognized overnight mail courier as provided above. All notices, requests, and
other communications shall be deemed to have been given either at the time of the receipt thereof by the person entitled to receive
such notice at the address of such person for purposes of this Paragraph 8, or, if mailed by registered or certified mail or with
a recognized overnight mail courier upon deposit with the United States Post Office or such overnight mail courier, if postage
is prepaid and the mailing is properly addressed, as the case may be.


 




    	 



    	 



    

 


9.
Governing Law. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN COUNTY OF
SAN DIEGO, CALIFORNIA, WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS
MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN
SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT
ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL
BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH
SUCH DISPUTE.


 


10.
Miscellaneous.


 


(a)
If the resale of the Warrant Shares by the holder is not registered pursuant to an effective registration statement under the
Securities Act and this Warrant is exercised in whole or in part, then each certificate representing Warrant Shares issued upon
the exercise of this Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


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


 


(b)
Amendments. This Warrant and any provision hereof may only be amended by an instrument in writing signed by the
Company and the holder hereof.


 


(c)
Descriptive Headings. The descriptive headings of the several paragraphs of this Warrant are inserted for purposes
of reference only and shall not affect the meaning or construction of any of the provisions hereof.


 


(d)
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges
that the remedy at law for a breach of its obligations under this Warrant will be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Warrant, that the holder shall be entitled, in addition to all other
available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Warrant and to enforce specifically the terms and provisions thereof, without the necessity
of showing economic loss and without any bond or other security being required.


 


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OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 



    	 



    

 


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


 


	 	EASTSIDE
    DISTILLING, INC.
	 	 	 
	 	By:	/s/
    Lawrence Firestone
	 	Name:	Lawrence
    Firestone
	 	Title:	CEO


 


Dated
as of November 29, 2019


 




    	 



    	 



    

 


FORM
OF EXERCISE AGREEMENT


 


Dated:
________ __, 20__


 


	To:	 


 


The
undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to purchase ________ shares of Common Stock
covered by such Warrant, and makes payment herewith in full therefor at the price per share provided by such Warrant in reduction
of Company’s obligation to TQLA, LLC, under the Note, in cash or by certified or official bank check in the amount of $_________.
Please issue a certificate or certificates for such shares of Common Stock in the name of and pay any cash for any fractional
share to:


 


	 	Name:	 
	 	 	 
	 	Signature:	 
	 	Address:	 
	 	 	 


 


	 	Note:	The
    above signature should correspond exactly with the name on the face of the within Warrant, if applicable.


 


and,
if said number of shares of Common Stock shall not be all the shares purchasable under the within Warrant, a new Warrant is to
be issued in the name of said undersigned covering the balance of the shares purchasable thereunder less any fraction of a share
paid in cash.


 




    	 



    	 



    




 


FORM
OF ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant,
with respect to the number of shares of Common Stock covered thereby set forth herein below, to:


 


	Name
    of Assignee	 	Address	 	No
    of Shares
	 	 	 	 	 


 


,
and hereby irrevocably constitutes and appoints ___________________________________ as agent and attorney-in-fact to transfer
said Warrant on the books of the within-named corporation, with full power of substitution in the premises.


 


Dated:________
__, 20__


 


In
the presence of:


 


	 	 	 
	 	Name:	 
	 	 	 
	 	Signature:	 
	 	Title
    of Signing Officer or Agent (if any):


 


	 	 	 
	 	Address:	 
	 	 	 


 


	 	Note:	The
    above signature should correspond exactly with the name on the face of the within Warrant, if applicable.