Exhibit
4.5


 


WARRANT
AGENT AGREEMENT


 


WARRANT
AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2020 (the “Initial Exercise Date”)
between Simplicity Esports and Gaming Company, a company incorporated under the laws of the State of Delaware (the “Company”),
and Continental Stock Transfer & Trust Company (the “Warrant Agent”).


 


WHEREAS,
pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated _________, 2020,
by and among the Company and ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the underwriters
set forth therein, the Company is engaged in a public offering (the “Offering”) of up to _________ shares (the
“Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of the Company
and up to _________ Warrants (the “Warrants”) to purchase shares of Common Stock (the “Warrant Shares”),
including Shares and Warrants issuable pursuant to the underwriters’ over-allotment option;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement,
No. 333-________, on Form S-1 (as the same may be amended from time to time, the “Registration Statement”),
for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, Warrants
and Warrant Shares, and such Registration Statement was declared effective on _______, 2020;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance
with the terms set forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise
of the Warrants;


 


WHEREAS,
the Company desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and
the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect
to the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express
terms and conditions set forth in this Warrant Agreement (and no implied terms or conditions).


 


2.
Warrants.


 


2.1
Form of Warrants. The Warrants shall be registered securities and shall be initially evidenced by a global Warrant certificate
(“Global Certificate”) in the form of Annex A to this Warrant Agreement, which shall be deposited on
behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name
of Cede & Co., a nominee of DTC. If DTC subsequently ceases to make its settlement system available for the Warrants, the
Company may instruct the Warrant Agent regarding making arrangements for book-entry settlement. In the event that the Warrants
are not eligible for, or it is no longer necessary to have the Warrants available in, registration in the name of Cede & Co.,
a nominee of DTC, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant
Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent to deliver to each Holder (as
defined below) separate certificates evidencing Warrants (“Definitive Certificates” and, together with the
Global Certificate, “Warrant Certificates”), in the form of Annex C to this Warrant Agreement. The Warrants
represented by the Global Certificate are referred to as “Global Warrants”.


 




    	 	 	 



    	 



    

 


2.2.
Issuance and Registration of Warrants.


 


2.2.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest
in the Warrants evidenced by a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed
the “beneficial owner” thereof, provided that all such beneficial interests shall be held through a Participant (as
defined below), which shall be the registered holder of such Warrants.


 


2.2.2.
Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and
deliver the Warrants in the DTC settlement system in accordance with written instructions delivered to the Warrant Agent by the
Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”),
subject to a Holder’s right to elect to receive a Warrant in certificated form in the form of Annex C to this Warrant Agreement.
Any Holder desiring to elect to receive a Warrant in certificated form shall make such request in writing delivered to the Warrant
Agent pursuant to Section 2.2.8, and shall surrender to the Warrant Agent the interest of the Holder on the books of the Participant
evidencing the Warrants which are to be represented by a Definitive Certificate through the DTC settlement system. Thereupon,
the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates,
as the case may be, as so requested.


 


2.2.3.
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or
a Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


2.2.4.
Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company
(an “Authorized Officer”), which need not be the same authorized signatory for all of the Warrant Certificates,
either manually or by facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant
Agent, which need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for
any purpose unless so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates
ceases to be an Authorized Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the
Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same
force and effect as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company; and
any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such
Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant Certificate, although at the
date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.


 


2.2.5.
Registration of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants
may be registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant
Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates
surrendered. Any Holder desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate
shall make such request in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate
or Warrant Certificates evidencing the Warrants the transfer of which is to be registered or that is or are to be split up, combined
or exchanged. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested. The Warrant Agent may require reasonable and customary payment,
by the Holder requesting a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate
(but, for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient
to cover any tax or governmental charge that may be imposed in connection with such registration of transfer, split-up, combination
or exchange, together with reimbursement to the Warrant Agent of all reasonable expenses incidental thereto.


 




    	 	2	 



    	 



    

 


2.2.6.
Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction,
of indemnity or security in customary form and amount, (which shall in no event include the posting of any bond), and reimbursement
to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and
cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of the Company, countersign and deliver
a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.
The Warrant Agent may charge the Holder an administrative fee for processing the replacement of lost Warrant Certificates, which
shall be charged only once in instances where a single surety bond obtained covers multiple certificates. The Warrant Agent may
receive compensation from the surety companies or surety bond agents for administrative services provided to them.


 


2.2.7.
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial
holders that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement
or the Warrants; provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise
of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


2.2.8.
Warrant Certificate Request. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined
below) pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent
for the exchange of some or all of such Holder’s Global Warrants for a Definitive Certificate evidencing the same number
of Warrants, which request shall be in the form attached hereto as Annex E (a “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants
evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant
Exchange and shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set
forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants,
shall be manually executed by an authorized signatory of the Company, shall be in the form attached hereto as Annex C. In connection
with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate
to the Holder within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice
(“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Definitive
Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay
to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive
Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant Certificate Request Notice Date),
$10 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered
or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees
that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the
Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed
for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms
of this Agreement, other than Sections 3(c) and 9 herein, shall not apply to the Warrants evidenced by the Definitive Certificate.


 


2.2.9.
For purposes of clarity, if there is a conflict between the express terms of this Warrant Agreement and the Warrant certificate
in the form of Annex C hereto with respect to terms of the Warrants, the terms of the Warrant certificate shall govern and control.


 




    	 	3	 



    	 



    

 


3.
Terms and Exercise of Warrants.


 


3.1.
Exercise Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate
and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price
of $____ per whole share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price”
as used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a
Warrant is exercised.


 


3.2.
Duration of Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing
on the Initial Exercise Date and terminating at 5:00 P.M., New York City time (the “close of business”) on
______, 2025 (“Expiration Date”). Except as otherwise provided for herein, including with respect to Section
3.3.7 below, each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Exercise and Payment.


 


(a)
Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the
Initial Exercise Date and on or before close of business on the Expiration Date by delivery to the Warrant Agent of the Notice
of Exercise in the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two
(2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise
as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise
by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section
3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall
any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender a Warrant Certificate to the Warrant
Agent until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender such Warrant to the Warrant Agent for cancellation within three (3) Trading Days of
the date the final Notice of Exercise is delivered to the Warrant Agent. Partial exercises of a Warrant resulting in purchases
of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number
of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company
shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and
any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face thereof.


 


Notwithstanding
the foregoing in this Section 3.3.1 a holder whose interest in a Warrant is a beneficial interest in certificate(s) representing
such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions), shall
effect exercises made pursuant to this Section 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable)
the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such
other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form
pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


 


3.3.2.
Issuance of Warrant Shares. (a) The Warrant Agent shall, on the Trading Day following the date of exercise of any Warrant,
advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant
Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions
of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares
and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such
transfer agent and registrar shall reasonably request.


 




    	 	4	 



    	 



    

 


(b)
The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit
or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A)
there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares
by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the
Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that
is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period after
the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon
delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within
the earlier of (i) two (2) Trading Days of and (ii) the number of Trading Days comprising the Standard Settlement Period following
delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to
a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and
not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date
of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such
liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are
delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST
program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with
respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.


 


3.3.3.
Valid Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this
Warrant Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.4.
No Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of
any adjustment made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round up or down, as applicable, to the nearest whole number the number
of Warrant Shares to be issued to such Holder.


 


3.3.5
No Transfer Taxes. Issuance of 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 Warrant Shares, all of which taxes and expenses shall be paid by
the Company, and such Warrant Shares 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 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. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise
and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required
for same-day electronic delivery of the Warrant Shares.


 


3.3.6
[RESERVED]


 


3.3.7
Restrictive Legend Events; Cashless Exercise Under Certain Circumstances.


 


(i)
The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement and the current
status of the prospectus included therein or to file and maintain the effectiveness of another registration statement and another
current prospectus covering the Warrants and the Warrant Shares at any time that the Warrants are exercisable. The Company shall
provide to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant
Shares via DTC transfer or otherwise without restrictive legend because (A) the Commission has issued a stop order with respect
to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, (D) the prospectus contained in the Registration Statement is not available for the issuance
of the Warrant Shares to the Holder or (E) otherwise (each a “Restrictive Legend Event”). To the extent that
the Warrants cannot be exercised as a result of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder
has exercised Warrants in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company
shall, at the election of the Holder, which shall be given within five (5) days of receipt of such notice of the Restrictive Legend
Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by
registered holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described
in paragraph (ii) below and refund the cash portion of the exercise price to the Holder.


 




    	 	5	 



    	 



    

 


(ii)
If a Restrictive Legend Event has occurred, the Warrant may also be exercisable on a cashless basis. Notwithstanding anything
herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu
of delivery of the Warrant Shares. Upon a “cashless exercise”, the Holder shall be entitled to receive the number
of Warrant Shares equal to the quotient obtained by dividing (A-B) (X) by (A), where:


 


	 	(A)	=
    the last VWAP immediately preceding the date of exercise giving rise to the applicable “cashless exercise”, as
    set forth in the applicable Election to Purchase (to clarify, the “last VWAP” will be the last VWAP as calculated
    over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open,
    the prior Trading Day’s VWAP shall be used in this calculation.
	 	(B)	=
    the Exercise Price of the Warrant, as adjusted as set forth herein; and
	 	(X)	=
    the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant
    if such exercise were by means of a cash exercise rather than a cashless exercise.


 


If
the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section
3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised
and the Company agrees not to take any position contrary thereto. Upon receipt of an Election to Purchase for a cashless exercise,
the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares
issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent in a written
notice, and the Warrant Agent shall have no duty, responsibility or obligation under this section to calculate, the number of
Warrant Shares issuable in connection with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively on
any such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted
to be taken by it in accordance with such written instructions or pursuant to this Warrant Agreement. Notwithstanding anything
herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 3.3.7.


 


3.3.8
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number
of Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant
Shares that are not disputed.


 


3.3.9
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with
the provisions of Section 3.3.2(b) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such
date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder
the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares
of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company
was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving
rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant
and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded)
or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required
to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in
respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. 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 shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


 




    	 	6	 



    	 



    

 


3.3.10
Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have
the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to
such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates,
and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of
the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution
Parties shall include the number of shares of Common Stock issuable upon exercise of such Warrant with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining,
non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without
limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time shares of Common
Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock
(“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding
sentence, for purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this
Section 3.3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates and Attribution Parties) and of which portion of a 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 a
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 3.3.10, in determining the number of outstanding shares of Common Stock,
a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic
or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a
more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.
Upon the written or oral request of a Holder, the Company shall within two Trading Days 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 such Warrant, by the Holder
or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of
any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of
shares of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the
Beneficial Ownership Limitation provisions of this Section 3.3.10, provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.10 shall continue to apply.
Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 3.3.10 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. The limitations contained in this paragraph shall apply to a successor holder of this
Warrant.


 




    	 	7	 



    	 



    

 


4.
Adjustments.


 


4.1
Adjustment upon Subdivisions or Combinations. If the Company, at any time while the Warrants are outstanding: (i) pays
a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common
Stock issued by the Company upon exercise of the Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of
shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each
case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of each Warrant
shall be proportionately adjusted such that the aggregate Exercise Price of such Warrant shall remain unchanged. Any adjustment
made pursuant to this Section 4.1 shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case
of a subdivision, combination or re-classification.


 


4.2
Adjustment for Other Distributions. (a) Subsequent Rights Offerings. In addition to any adjustments pursuant to
Section 4.1 above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of a Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined
for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not
be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a
result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


(b)
Pro Rata Distributions. During such time as the Warrants are outstanding, if the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of
capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of the Warrants, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of such Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a
record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common
Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the
Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any
shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).


 




    	 	8	 



    	 



    

 


4.3.
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding,
(i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company
with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any,
direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property
and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of
the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making
or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or
other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of a Warrant,
the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section
3.3.10 on the exercise of a 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 any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3.3.10 on the exercise
of a Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are
given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be
given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) to assume in writing all of the obligations of the Company under the Warrants in accordance
with the provisions of this Section 4.3 pursuant to written agreements prior to such Fundamental Transaction and shall, at the
option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares
of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable
upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of
this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of the Warrants referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of the Company under the Warrants
with the same effect as if such Successor Entity had been named as the Company therein.


 




    	 	9	 



    	 



    

 


The
Company shall instruct the Warrant Agent in writing, which includes facsimile and/or email, to mail by first class mail, postage
prepaid, to each Holder, written notice of the execution of any such amendment, supplement or agreement with the Successor Entity.
Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide for adjustments, which
shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4.3. The Warrant Agent shall
have no duty, responsibility or obligation to determine the correctness of any provisions contained in such agreement or such
notice, including but not limited to any provisions relating either to the kind or amount of securities or other property receivable
upon exercise of warrants or with respect to the method employed and provided therein for any adjustments, and shall be entitled
to rely conclusively for all purposes upon the provisions contained in any such agreement. The provisions of this Section 4.3
shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described
above. Notwithstanding the requirement to provide or mail written notice to a Holder set forth in this Section 4.3, the Company
shall not be required to provide or mail a written notice to any Holder, and shall not be required to instruct the Warrant Agent
to provide or mail a written notice if the transaction or transactions resulting in any adjustment described in this Section 4.3
is disclosed publicly via a press release, Current Report on Form 8-K, other filing with the Commission or other means of public
dissemination.


 


4.4.
Notices to Holder. (a) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 4, the Company shall promptly deliver to the Warrant Agent and each Holder by facsimile or email a notice setting
forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth
a brief statement of the facts requiring such adjustment.


 


(b)
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered
by facsimile or email to each Holder at its last facsimile number or email address as it shall appear upon the Warrant Register
of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action
required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material,
non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with
the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the
period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise
be expressly set forth herein. Notwithstanding the requirement to provide or mail written notice to a Holder set forth in this
Section 4.4, the Company shall not be required to provide or mail a written notice to any Holder, and shall not be required to
instruct the Warrant Agent to provide or mail a written notice if the transaction or transactions described in this Section 4.4
are disclosed publicly via a press release, Current Report on Form 8-K, other filing with the Commission or other means of public
dissemination.


 


4.5
Other Events. If any event occurs of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock
rights or other rights with equity features to all holders of Common Stock for no consideration), then the Company’s Board
of Directors will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares
or designate such additional consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the
registered Holder. No adjustment to the Exercise Price will be made pursuant to more than one sub-section of this Section 4 in
connection with a single issuance.


 




    	 	10	 



    	 



    

 


4.6.
Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise
Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company
shall give written notice to each Holder, at the last address set forth for such holder in the Warrant Register, as of the record
date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or
validity of such event. The Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on,
any certificate, notice or instructions provided by the Company with respect to any adjustment of the Exercise Price or the number
of shares issuable upon exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action
taken, suffered or omitted to be taken by it in accordance with any such certificate, notice or instructions or pursuant to this
Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have
received written notice thereof from the Company.


 


5.
Restrictive Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that
transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


 


6.
[RESERVED].


 


7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1.
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder
of Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any
purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as
the registered holder of Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights or rights to participate in new
issues of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive
upon the due exercise of Warrants.


 


7.2.
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Warrant Agreement.


 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1.
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed
in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized
and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation
received in accordance with this Section 8.1.


 




    	 	11	 



    	 



    

 


8.2.
(a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the
Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant
Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses
of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external)
at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal
processing and use of the Warrant Agent’s billing systems.


 


(b)
All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the Company’s
receipt of an invoice. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing
45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs
associated with collecting delinquent payments.


 


(c)
No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.


 


8.3
As agent for the Company hereunder the Warrant Agent:


 


(a)
shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing
by the Warrant Agent and the Company;


 


(b)
shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness
of the Warrants or any Warrant Shares;


 


(c)
shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action
hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall
not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it;


 


(d)
may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion,
notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed
by it to be genuine and to have been signed by the proper party or parties;


 


(e)
shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents
relating thereto;


 


(f)
shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations
relating to the Warrants, including without limitation obligations under applicable securities laws;


 


(g)
may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions
with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying
any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the
performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions
in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting
while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at
the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant
Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall
not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application
on or after the date specified in such application (which date shall not be less than five business days after the date such application
is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such
action, the Warrant Agent shall have received written instructions in response to such application specifying the action to be
taken or omitted;


 




    	 	12	 



    	 



    

 


(h)
may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall
be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good
faith and in accordance with the advice of such counsel;


 


(i)
may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and
it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or
subagent appointed with reasonable care by it in connection with this Warrant Agreement;


 


(j)
is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person and


 


(k)
shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America
or any political subdivision thereof.


 


8.4.
(a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for
any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this
Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable
for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited
to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the
form of action. Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company
hereunder. The Warrant Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions
beyond its reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading,
work stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer
hardware or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes,
floods, acts of God or similar occurrences.


 


(b)
In the event any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s
duties under this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to
act and shall not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled
(and, if appropriate, it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered
by a court of competent jurisdiction, binding on all persons interested in the matter which is no longer subject to review or
appeal, or settled by a written document in form and substance satisfactory to Warrant Agent and executed by the Company and each
such Holder. In addition, the Warrant Agent may require for such purpose, but shall not be obligated to require, the execution
of such written settlement by all the Holders and all other persons that may have an interest in the settlement.


 


8.5.
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense
(“Loss”) arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement,
including the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court
of competent jurisdiction to be a result of the Warrant Agent’s gross negligence or willful misconduct.


 


8.6.
Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date
and the date on which no Warrants remain outstanding (the “Termination Date”). On the business day following
the Termination Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant
Agreement. The Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 8
shall survive the termination of this Warrant Agreement.


 


8.7.
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement
shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the
parties to it to the full extent permitted by applicable law.


 




    	 	13	 



    	 



    

 


8.8.
The Company represents and warrants that (a) it is duly incorporated and validly existing under the laws of its jurisdiction of
incorporation, (b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated
thereby (including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in
a breach of or constitute a default under the articles of association, bylaws or any similar document of the Company or any indenture,
agreement or instrument to which it is a party or is bound, (c) this Warrant Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable obligation of the Company, (d) the Warrants will comply
in all material respects with all applicable requirements of law and (e) there is no litigation pending or, to the Company’s
knowledge, threatened as of the date hereof in connection with the offering of the Warrants.


 


8.9.
In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from
time to time be amended, the terms of this Warrant Agreement shall control.


 


8.10.
Set forth in Annex D hereto is a list of the names and specimen signatures of the persons authorized to act for the Company
under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify
to you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


8.11.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be delivered by e-mail, hand or sent by registered or certified mail or overnight courier
service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as set forth below and if
to any holder any notice, statement or demand shall be given to the last address set forth for such holder (if any) in the Warrant
Register:


 


Simplicity
Esports and Gaming Company


7000
W. Palmetto Park Rd., Suite 505


Boca
Raton, FL 33433


Attention:
Jed Kaplan, Chief Executive Officer


Email:
[●]


Fax:
[●]





 


with
a copy (which shall not constitute notice) to:


 


Anthony
L.G., PLLC


625
N. Flagler Drive, Suite 600


West
Palm Beach, Florida 33401


Attention:
Laura Anthony, Esq.


Email:
[●]


Fax:
[●]


 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company
to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed
(until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Email:
[●]


Fax:
[●]


 




    	 	14	 



    	 



    

 


8.12.
(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions
and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located
within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of
such courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed
to the Company at its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial
by jury in any action or proceeding arising out of or relating to this Warrant Agreement.


 


(b)
This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This
Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written
consent of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent
is not required for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization,
merger, consolidation, sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed
to constitute an assignment of this Warrant Agreement.


 


(c)
No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties.
The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for the purpose
of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties determine, in good faith, shall not adversely affect the interest of the Holders. All other amendments and
supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants, provided
that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.


 


8.13
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may
require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering
any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance
shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established
to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


8.14
Resignation of Warrant Agent.


 


8.14.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to
the Company, or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent,
or any successor Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant
Agent, or such shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.
If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for
the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent,
either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant
Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized
and existing under the laws of any state of the United States of America, in good standing, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except
for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further
duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination
of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity
hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall
make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 




    	 	15	 



    	 



    

 


8.14.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any
such appointment.


 


8.14.3.
Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which
it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be
a party or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall
be the successor Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement,
“person” shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association,
trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto.


 


9.
Miscellaneous Provisions.


 


9.1.
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation
other than the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof.


 


9.2.
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the
office of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent
may require any such holder to provide reasonable evidence of its interest in the Warrants.


 


9.3.
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 


9.4.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


10.
Certain Definitions. As used herein, the following terms shall have the following meanings:


 


(i)
“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with
respect to, any issuance, sale or delivery (or deemed issuance, sale or delivery in accordance with Section 4) of Common Stock
(other than rights of the type described in Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration
received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement
rights, cash adjustment or other similar rights) but excluding anti-dilution and other similar rights (including pursuant to Section
4.4 of this Agreement).


 


(ii)
“Trading Day” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market
is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market in the
United States on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which
the Common Stock is are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock
is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not
designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 P.M., New York
City time).


 




    	 	16	 



    	 



    

 


(iii)
“Trading Market” means NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market or the New York Stock Exchange.


 


(iv)
“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, 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 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 OTCQB
or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and
if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (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 (d) 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 holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to
the Company, the fees and expenses of which shall be paid by the Company.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 	17	 



    	 



    

 


IN
WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above
written.


 


	SIMPLICITY
    ESPORTS AND GAMING COMPANY 
	 	 	 
	By:	 	 
	Name:	Jed
    Kaplan 	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY,
	as
    Warrant Agent
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 	18	 



    	 



    

 


Annex
A Form of Global Certificate


Annex
B Election to Purchase


Annex
C Form of Certificated Warrant


Annex
D Authorized Representatives


Annex
E Form of Warrant Certificate Request Notice


 




    	 	19	 



    	 



    

 


ANNEX
A


 


[FORM
OF GLOBAL CERTIFICATE]


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


Simplicity
Esports and Gaming Company

WARRANT CERTIFICATE

NOT EXERCISABLE AFTER ______, 2025


 


This
certifies that the person whose name and address appears below, or registered assigns, is the registered owner of the number of
Warrants set forth below. Each Warrant entitles its registered holder to purchase from Simplicity Esports and Gaming Company,
a company incorporated under the laws of the State of Delaware (the “Company”), at any time prior to 5:00 P.M.
(New York City time) on ________, 2025, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant
Share” and collectively, the “Warrant Shares”), at an exercise price of $___ per share, subject to
possible adjustments as provided in the Warrant Agreement (as defined below).


 


This
Warrant Certificate, with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent,
may be exchanged for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant
Certificate or Warrant Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender
of this Warrant Certificate at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized
attorney, properly endorsed or accompanied by proper instruments of transfer, a signature guarantee, and such other and further
documentation as the Warrant Agent may reasonably request and duly stamped as may be required by the laws of the State of New
York and of the United States of America.


 


The
terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in
the Warrant Agent Agreement dated as of _______, 2020 (the “Warrant Agreement”) between the Company and Continental
Stock Transfer & Trust Company (the “Warrant Agent”). A copy of the Warrant Agreement is available for
inspection during business hours at the office of the Warrant Agent.


 


This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Warrant Agent.


 


WITNESS
the facsimile signature of a proper officer of the Company.


 


	Simplicity
    Esports and Gaming Company	 
	 	 	 
	By:		 
	 	 	 
	Dated:	____________,
    2020	 
	 	 	 
	Countersigned:	 


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, As Warrant Agent


 




    	 	20	 



    	 



    

 


	By:	 	 
	Name:
    	 	 
	Title:	 	 


 


PLEASE
DETACH HERE

——————————————————————————————————————


 


Certificate
No.:_________ Number of Warrants:__________


 


WARRANT
CUSIP NO.: ___________


 


	 	SIMPLICITY
    ESPORTS AND GAMING COMPANY
	 	 
	[Name
    & Address of Holder]	Continental
    Stock Transfer & Trust Company, Warrant Agent
	 	 
	 	By
    Mail:
	 	 
	 	 
	 	 
	 	By
    hand or overnight courier:
	 	 
	 	 


 




    	 	21	 



    	 



    

 


ANNEX
B


 


NOTICE
OF EXERCISE


 


	TO:	Simplicity
    Esports and Gaming Company


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), 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 such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
3.3.7, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 3.3.7.


 


(3)
Please issue 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 DWAC Account Number:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity:  _________________________________________________________________________


 


Signature
of Authorized Signatory of Investing Entity:  ___________________________________________________


 


Name
of Authorized Signatory:  _____________________________________________________________________


 


Title
of Authorized Signatory:  ______________________________________________________________________


 


Date:
 _______________________________



 




    	 	22	 



    	 



    

 


ANNEX
C


 


[FORM
OF CERTIFICATED WARRANT]


 


COMMON
STOCK PURCHASE WARRANT


 


Simplicity
Esports and Gaming Company


 


	Warrant
    Shares: _______	Initial
    Exercise Date: [●] ___, 2020
	 	Issue
    Date: [●] ___, 2018


 


	 	CUSIP:
    ______________
	 	 
	 	ISIN:
    _______________


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns
(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 [●] ___, 2020 (the “Initial Exercise Date”) and on or prior to the
close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but
not thereafter, to subscribe for and purchase from Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”),
up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase
price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant
shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or
its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this
sentence shall not apply.


 


Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Liens”
means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 




    	 	23	 



    	 



    

 


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


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Registration
Statement” means the Company’s registration statement on Form S-1 (File No. _______________ ).


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
or the New York Stock Exchange (or any successors to any of the foregoing).


 


“Transfer
Agent” means Continental Stock Transfer & Trust Company, with a mailing address of 1 State Street, New York, New
York 10004-1561 and a facsimile number of ([●]) [●]-[●], and any successor transfer agent of the Company.


 


“Warrant
Agent Agreement” means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company
and the Warrant Agent.


 


“Warrant
Agent” means the Transfer Agent and any successor warrant agent of the Company.


 


“Warrants”
means this Warrant and other Common Stock Purchase Warrants issued by the Company pursuant to the Registration Statement.


 


Section
2. Exercise.


 


a)
Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after
the Initial Exercise Date and on or before close of business on the Termination Date by delivery to the Company of a duly executed
facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto. Within the earlier of (i) two (2)
Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below
is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein
to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal
to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of
Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within
one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and
agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face
hereof.


 




    	 	24	 



    	 



    

 


Notwithstanding
the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing
this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall
effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the
appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such
other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form
pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


 


b)
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $_____, subject to
adjustment hereunder (the “Exercise Price”).


 


c)
Restrictive Legend Event; Cashless Exercise. The Company shall provide to the Holder prompt written notice of any time
that the Company is unable to deliver the Warrant Shares via DTC transfer or otherwise without restrictive legend because (A)
the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended
or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended
or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (D) the prospectus contained
in the Registration Statement is not available for the issuance of the Warrant Shares to the Holder or (E) otherwise (each a “Restrictive
Legend Event”). To the extent that the Warrants cannot be exercised as a result of a Restrictive Legend Event or a Restrictive
Legend Event occurs after a Holder has exercised Warrants in accordance with the terms of the Warrants but prior to the delivery
of the Warrant Shares, the Company shall, at the election of the Holder, which shall be given within five (5) days of receipt
of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Notice of Exercise and the Company
shall return all consideration paid by registered holder for such shares upon such rescission or (B) treat the attempted exercise
as a cashless exercise as described in paragraph (ii) below and refund the cash portion of the exercise price to the Holder. If
a Restrictive Legend Event occurs, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:


 


(A)
= the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless
exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP
as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market
is open, the prior Trading Day’s VWAP shall be used in this calculation);


 


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


 


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


 


Notwithstanding
anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder
in lieu of delivery of the Warrant Shares. If Warrant Shares are issued in such a cashless
exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares
shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary
to this Section 2(c).


 




    	 	25	 



    	 



    

 


“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, 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 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 OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (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 (d)
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 holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the Company.


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise
pursuant to this Section 2(c).


 


d)
Mechanics of Exercise.



 


i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted
by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with
The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company
is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the
Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and
otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or
its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified
by the Holder in the Notice of Exercise by the date that is earlier of (i) two (2) Trading Days after the delivery to the Company
of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to
the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the
Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that
payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received the earlier of (i) two (2)
Trading Days of and (ii) the number of Trading Days comprising the Standard Settlement Period following the delivery of the Notice
of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by
the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for
each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice
of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin
to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds
such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant
remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period,
expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect
on the date of delivery of the Notice of Exercise.


 


ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder
a new Warrant evidencing the rights of the 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.


 




    	 	26	 



    	 



    

 


iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with
the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such
date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to
the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that
the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell
order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion
of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall
be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having
a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company
shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. 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 shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


iv.
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 the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


v.
Charges, Taxes and Expenses. Issuance of 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 Warrant Shares, all of which taxes and expenses shall be paid
by the Company, and such Warrant Shares 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 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. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise
and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required
for same-day electronic delivery of the Warrant Shares.


 




    	 	27	 



    	 



    

 


vii.
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.


 


e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not
have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect
to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,
“Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).
For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates
and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect
to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon
(i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates
or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of
the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.
Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged
by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of
the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) 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 Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the
Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading
Days 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 or its Affiliates or Attribution Parties since the date as of which such number
of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or,
upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until
the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) 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. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.


 




    	 	28	 



    	 



    

 


Section
3. Certain Adjustments.


 


a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a)
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company
grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could
have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of
capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a
record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common
Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the
Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any
shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).


 




    	 	29	 



    	 



    

 


d)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of
the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in
one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby
such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common
Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making
or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the
Holder (without regard to any limitation in Section 2(e) on the 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 any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard
to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements
prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant
which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent
to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the
exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder
to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being
for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction).
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 




    	 	30	 



    	 



    

 


e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


f)
Notice to Holder.


 


i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the
Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment
and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered
by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register
of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action
required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material,
non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with
the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the
period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise
be expressly set forth herein. Notwithstanding the requirement to provide or mail written notice to a Holder set forth in this
Section 3, the Company shall not be required to provide or mail a written notice to any Holder, and shall not be required to instruct
the Warrant Agent to provide or mail a written notice if the transaction or transactions resulting in any adjustment described
in this Section 3 is disclosed publicly via a press release, Current Report on Form 8-K, other filing with the Commission or other
means of public dissemination.


 


Section
4. Transfer of Warrant.


 


a)
Transferability. 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 or its designated agent, 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, as applicable, 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. Notwithstanding anything herein to the contrary, the Holder shall not
be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which
case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an
assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised
by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 




    	 	31	 



    	 



    

 


b)
New Warrants. If this Warrant is not held in global form through DTC (or any successor depository), 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 4(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. All Warrants issued on transfers or exchanges shall be dated the original Initial Exercise Date of this Warrant
and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)
Warrant Register. The Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for
that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company
and the Warrant Agent may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of
any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


Section
5. Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth
in Section 3.


 


b)
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 shall in no event
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.


 


c)
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 not be a Business Day, then, such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


d)
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 issuing the necessary 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. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant
Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens
and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


 




    	 	32	 



    	 



    

 


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 (i) 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, (ii) take all such action as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares
upon the exercise of this Warrant and (iii) 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.


 


e)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflict of laws thereof. Each party agrees that all legal Proceedings concerning the interpretation, enforcement
and defense of this Warrant shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan
(the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the
New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any provision hereunder), and hereby irrevocably waives, and
agrees not to assert in any suit, action or Proceeding, any claim that it is not personally subject to the jurisdiction of such
New York Courts, or such New York Courts are improper or inconvenient venue for such Proceeding. If any party shall commence an
action or Proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or Proceeding shall be
reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation
and prosecution of such action or Proceeding. If any party shall commence an action or Proceeding to enforce any provisions of
this Warrant, then the prevailing party in such action or Proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or Proceeding.


 


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


 


g)
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 the Holder’s rights, powers or remedies. Without limiting
any other provision of this Warrant, 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 the 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 the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 




    	 	33	 



    	 



    

 


h)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or by e-mail, or sent by a nationally
recognized overnight courier service, addressed to the Company, at 7000 W. Palmetto Park Rd., Suite 505, Boca Raton, FL 33433,
Attention: Chief Executive Officer, facsimile number: ([●]) [●]-[●], email address: [●], or such other
facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders. Any and all
notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally,
by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or
address of such Holder appearing on the books of the Warrant Agent. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City
time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. Notwithstanding any other provision of this Warrant, where this Warrant provides for notice of any event
to the Holder, if this Warrant is held in global form by DTC (or any successor depositary), such notice shall be sufficiently
given if given to DTC (or any successor depositary) pursuant to the procedures of DTC (or such successor depositary), subject
to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement,
in which case this sentence shall not apply.


 


i)
Warrant Agent Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant
is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions
of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling.


 


j)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the 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.


 


k)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


l)
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 and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.


 


m)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company,
on the one hand, and either: (i) the Holder or the beneficial owner of this Warrant, on the other hand, or (ii) the vote or written
consent of the Holders of at least 50.1% of the then outstanding Warrants issued pursuant to the Warrant Agent Agreement, on the
other hand, provided that adjustments may be made to the Warrant terms and rights of this Warrant in accordance with Section 3
of this Warrant without the consent of any Holder or beneficial owner of the Warrants.


 




    	 	34	 



    	 



    

 


n)
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.


 


o)
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)


 




    	 	35	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


	SIMPLICITY
    ESPORTS AND GAMING COMPANY 	 
	 	 	 
	By:	 	 
	Name:	Jed
    Kaplan	 
	Title:	Chief
    Executive Officer	 


 




    	 	36	 



    	 



    

 


NOTICE
OF EXERCISE


 


TO:
SIMPLICITY ESPORTS AND GAMING COMPANY


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), 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 such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(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 2(c).


 


(3)
Please issue 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 DWAC Account Number:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity:  __________________________________________________________________________


 


Signature
of Authorized Signatory of Investing Entity:  ____________________________________________________


 


Name
of Authorized Signatory:  ______________________________________________________________________


 


Title
of Authorized Signatory:  _______________________________________________________________________


 


Date:
 ________________________



 




    	 	37	 



    	 



    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


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


 


Name:__________________________________________________


(Please
Print)


 


Address:_____________________________________________________________________________________


(Please
Print)


 


Phone
Number:_______________________________


 


Email
Address:________________________________


 


Dated:
_____________________ __, ______


 





	Holder’s
    Signature:	 
	 	 
	Holder’s
    Address:	 




 




    	 	38	 



    	 



    

 


ANNEX
D


 


AUTHORIZED
REPRESENTATIVES


 


	Name:	 	Title:
    	 	Signature:
	 	 	 	 	 


 


[TO
BE PROVIDED BY COMPANY COUNSEL]


  




    	 	39	 



    	 



    

 


Annex
E: Form of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


	To:	Continental
                                                         Stock Transfer & Trust Company, as Warrant Agent for Simplicity Esports and Gaming Company (the
                                                         “Company”)



 


The
undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company
hereby elects to receive a Definitive Certificate evidencing the Warrants held by the Holder as specified below:


 


	1	Name
    of Holder of Warrants in form of Global Warrants:
	 	 
	2)	Name
    of Holder in Definitive Certificate (if different from name of Holder of Warrants in form of Global Warrants):
	 	 
	3)	Number
    of Warrants in name of Holder in form of Global Warrants:
	 	 
	4)	Number
    of Warrants for which Definitive Certificate shall be issued:
	 	 
	5)	Number
    of Warrants in name of Holder in form of Global Warrants after issuance of


 


Definitive
Certificate, if any:


 


	6)	Definitive
    Certificate shall be delivered to the following address:






 





		 
	 	 
		 
	 	 
		 
	 	 
		 




 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Definitive Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to
the number of Warrants evidenced by the Definitive Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: _____________________________________


 


Signature
of Authorized Signatory of Investing Entity: _____________________________


 


Name
of Authorized Signatory: _____________________________________


 


Title
of Authorized Signatory: _____________________________________


 


Date:___________________________________


 




    	 	40