Exhibit
4.3


 


NEITHER THIS SECURITY NOR THE SECURITIES AS
TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON SHARE PURCHASE WARRANT


 


SmartCard Marketing Systems, Inc. 


 


Warrant Shares: 5,000,000


Date of Issuance: March 10, 2022 (“Issuance
Date”)


 


This COMMON SHARE PURCHASE
WARRANT (the “Warrant”) certifies that, for value received (in connection with (i) that certain $568,181.82
senior secured promissory note of even date herewith, (the “Note”) issued by SmartCard Marketing Systems, Inc.,
a corporation organized under the laws of the State of Delaware (the ”Company”), to Leonite Fund I, LP,
a Delaware limited partnership (including any permitted and registered assigns, each referred to hereinafter as “Holder”),
and (ii) that certain securities purchase agreement by and between the Company and the Holder of even date herewith (the “Purchase
Agreement”), Holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 5,000,000 of the Company’s
common shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the
terms and conditions of this Warrant) at the Exercise Price (as defined below) per share then in effect.


 


Capitalized terms used
in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.12, subject to
adjustment as provided herein (including but not limited to cashless exercise), and the term ”Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 6:00 p.m. eastern standard time on the five (5) year anniversary
thereof.


 


  1.          EXERCISE OF WARRANT.


 


(a)         Mechanics of Exercise. Subject
to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or
times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder. 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. On or before the fifth Trading Day (the “Warrant
Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt
by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant
Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together
with the Exercise Notice,


 






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the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available
funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct
its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of Common Shares to
which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, 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 certificates evidencing such Warrant Shares. If this Warrant is submitted
in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater
than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event
later than five (5) Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6)
representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant,
less the number of Warrant Shares with respect to which this Warrant is exercised.


 


If the Company fails to
cause its transfer agent to transmit to the Holder the respective Common Shares by the respective Warrant Share Delivery Date,
then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed
an event of default under the Note to the extent the Note remains outstanding and any portion thereof unpaid.


 


If at any time after the
six (6) month anniversary of the Issuance Date, the Market Price of one Common Share is greater than the Exercise Price and the
Warrant Shares are not registered under an effective non-stale registration statement of the Company, the Holder may elect to receive
Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the
manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise,
in which event the Company shall issue to Holder a number of Common Shares computed using the following formula:


 


X = Y (A-B)


 


A


 


       Where X =        the number of Shares to be issued to
Holder.


 


   Y =      the number of Warrant
Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).


 


   A =     the Market Price (at the date of such calculation).


 


   B =
     Exercise Price (as adjusted to the date of such calculation).


 


(b)         No Fractional Shares. No
fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant
Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise
would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional
share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum
in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.


 






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 (c)         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, to the extent that after giving effect to issuance of Warrant Shares upon 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), would beneficially own in excess of the Beneficial Ownership
Limitation, as defined below. For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder
and its Affiliates shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which such
determination is being made, but shall exclude the number of Common Shares 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 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
Share 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. Except as set forth in the preceding sentence, for purposes of this paragraph (d),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, 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 paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any affiliates) 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 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.


 


For purposes of this paragraph,
in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares 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 its transfer agent setting forth the number
of Common Shares outstanding. Upon the request of a Holder, the Company shall within three Trading Days confirm to the Holder the
number of Common Shares then outstanding. In any case, the number of outstanding Common Shares 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 since
the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable
upon exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease
the Beneficial Ownership Limitation provisions of this paragraph and the provisions of this paragraph shall continue to apply.
Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall
only apply to such Holder and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of
this Warrant.


 


  2.         ADJUSTMENTS. The Exercise
Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)         Distribution of Assets. If
the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders
of Common Shares, by way of return of capital or otherwise (including without limitation any distribution of cash, shares or other
securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:


 


(i)          any Exercise
Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of Common
Shares entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price
determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the Common
Shares on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith
by the Company’s Board of Directors) applicable to one Common Share, and (ii) the denominator of which shall be the Closing
Sale Price of the Common Shares on the Trading Day immediately preceding such record date; and


 






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(ii)         the number
of Warrant Shares shall be increased to a number of shares equal to the number of Common Shares obtainable immediately prior to
the close of business on the record date fixed for the determination of holders of Common Shares entitled to receive the Distribution
multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the
event that the Distribution is of Common Shares of a company (other than the Company) whose common stock is traded on a national
securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may
elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the
terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of Other
Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant
immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause
(i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).


 


 (b)         Proportional Adjustments
of Outstanding Common Shares and Common Share Dividends. If the Company shall at any time or from time to time after the date
hereof, issue additional Common Shares to all of its current shareholders on a pro rata basis or pay a share dividend in Common
Shares, then the Exercise Price shall be proportionately adjusted. Any adjustments under this Section 2(b) shall be effective at
the close of business on the date the share split becomes effective or the date of payment of the share dividend, as applicable.
For the avoidance of doubt, this adjustment shall not apply when shares of outstanding Common Share are merged proportionally across
all shareholders to form a smaller number of outstanding shares.


 


(c)         Anti-dilution Adjustment.
If at any time while this Warrant is outstanding, the Company sells or grants (or has sold or granted, as the case may be) any
option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or has sold or issued, as the case
may be, or announces any sale, grant or any option to purchase or other disposition), any Common Share or other securities convertible
into, exercisable for or otherwise entitled any person or entity the right to acquire Common Shares at an effective price per share
that is lower than the then Exercise Price (such lower price, the “Base Exercise Price” and such issuances,
collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Share or other securities
so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise
or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive Common Shares at an effective price per share that is lower than the Exercise Price, such issuance shall
be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall
be reduced to a price equal the Base Exercise Price, and the number of Warrant Shares issuable hereunder shall be increased such
that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal
to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Share or other securities
are issued, provided however, that no adjustment will be made under this Section 2(c) in respect of an Exempt Issuance. For purposes
of this Section 2(c), an “Exempt Issuance” means an issuance of (a) Common Shares, (b) or other securities of
the Company convertible into or exercisable or exchangeable for Common Shares (i) upon the exercise or exchange of any securities
issued hereunder, (ii) to employees or directors of the Company pursuant to any stock or option or similar equity incentive plan
duly adopted for such purpose by the Board of Directors of the Company, (iii) to banks, equipment lessors or other financial institutions,
or to real property lessors, at market value as of the date of issuance, pursuant to a debt financing, equipment leasing, or real
property leasing transaction approved by the Board of Directors of the Company,


 






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(iv) to suppliers or third party service providers
in connection with the provision of goods or services, at market value as of the date of issuance, pursuant to a stock option plan,
agreement, or arrangement of the Company, duly adopted for such purpose by the Board of Directors of the Company, (v) pursuant
to the acquisition of another corporation or other entity by the Company by merger, purchase of substantially all of the assets
or other reorganization or pursuant to a joint venture agreement, provided that such issuances are approved by the Board of Directors
of the Company, (vi) to third parties in connection with collaboration, technology license, development,
marketing or other similar agreements or strategic partnerships, in each case only in connection with the operating business of
the Company and approved by the Board of Directors of the Company, or (vii) with respect to which the Holder waives its anti-dilution
rights granted hereby; provided, however, that any such issuance described in (v) and (vi) shall only be to a person (or to the
equity holders of a person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset (or an employee,
director, consultant, or advisor thereof), in a business synergistic with the business of the Company and shall provide to the
Company additional benefits in addition to the investment of funds, but in none of (iii) through (vi) above shall include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant
to this Section 2(c) shall be calculated as if all such securities were issued upon distribution of the initial tranche.


 


3.         FUNDAMENTAL TRANSACTIONS.
If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity
and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company
effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or
exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to
which holders of Common Shares are permitted to tender or exchange their Common Shares for other securities, cash or property and
the holders of at least 50% of the Common Shares accept such offer, or (iv) the Company effects any reclassification of the Common
Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other
securities, cash or property (other than as a result of a subdivision or combination of Common Shares) (in any such case, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number
of Common Shares of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”)
receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder
of the number of Common Shares for which this Warrant is exercisable immediately prior to such event (disregarding any limitation
on exercise contained herein solely for the purpose of such determination). 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 Common Share 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 Shares 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. To the extent necessary to effectuate the foregoing provisions,
any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions
and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.


 


4.         NON-CIRCUMVENTION. The Company
covenants and agrees that it will not, by amendment of its certificate of formation, operating agreement or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good
faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any Common Shares receivable
upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Common Shares upon the exercise
of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive
rights, a sufficient number of Common Shares to provide for the exercise of the rights represented by this Warrant (without regard
to any limitations on exercise).


 






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5.         WARRANT HOLDER NOT DEEMED A SHAREHOLDER.
Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights
or other rights as a shareholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing
any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the
Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


6.         REISSUANCE.


 


(a)         Lost, Stolen or Mutilated Warrant.
If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may
reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)         Issuance of New Warrants.
Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like
tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the
Issuance Date.


 


7.         TRANSFER.


 


(a)          Notice of Transfer. The Holder
agrees that, if practicable, but without any obligation to do so, it will give written notice to the Company of its intent to transfer
this Warrant or any Warrant Shares, describing briefly the manner of any proposed transfer. Promptly upon receiving such written
notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected without
registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify
the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon
the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided,
however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions
upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers
which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that
the prospective transferee or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other
documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied
upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)         If the proposed transfer or disposition
of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 7 may not be effected without
registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities in respect to such transfer
or disposition as are permitted by law.


 


 (c)         Any transferee of
all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant under Section 5.6
of the Purchase Agreement.


 


8.         NOTICES. Whenever
notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with
the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least
20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution
upon the Common Shares, (B) with respect to any grants, issuances or sales of any shares or other securities directly or indirectly
convertible into or exercisable or exchangeable for Common Shares or other property, pro rata to the holders of Common Shares or
(C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case
that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 






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9.         AMENDMENT AND WAIVER. The
terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively)
only with the mutual written consent of the Company and the Holder.


 


10.       GOVERNING LAW. This Warrant
shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts
of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be
brought only in the state courts or federal courts sitting in Delaware. The parties to this Warrant hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT
OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable
attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


11.       ACCEPTANCE. Receipt of this
Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 


12.       CERTAIN DEFINITIONS. For
purposes of this Warrant, the following terms shall have the following meanings:


 


(a)         “Nasdaq” means
The Nasdaq Stock Market (www.Nasdaq.com).


 


(b)         “Closing Sale Price”
means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported
by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price,
then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing
does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or
(iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers
for such security as reported by the OTC Markets or any other similar domestic or foreign exchange. If the Closing Sale Price cannot
be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such
date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately
adjusted for any share dividend, share split, share combination or other similar transaction during the applicable calculation
period.


 



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(c)         “Common Share”
means the Common Shares of the Company and any other class of securities into which such securities may hereafter be reclassified
or changed.


 


(d)         “Common Share Equivalents”
means any securities of the Company that would entitle the holder thereof to acquire at any time Common Shares, including without
limitation any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.


 


(e)         “Principal Market”
means the primary national securities exchange or over the counter market on which the Common Shares are then traded.


 


(f)          “Market Price”
means the highest traded price of the Common Shares during the thirty (30) Trading Days prior to the date of the respective Exercise
Notice.


 


(g)          “Trading
Day” means (i) any day on which the Common Shares are listed or quoted and traded on its Principal Market, (ii) if the
Common Shares are not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs
on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


[signature page follows]


 






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IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 





	 	SmartCard Marketing Systems,
    Inc.
	 	 
	 	By:	 
	 	Name: Massimo Barone
	 	Title: Chief Executive Officer







 


[signature page to Warrant]


 






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EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder to
exercise this Common Share Purchase Warrant)


 


The
Undersigned holder hereby exercises the right to purchase _________________ of the Common Shares (“Warrant Shares”)
of SmartCard Marketing Systems, Inc., a corporation organized under the laws of the State of Delaware (the “Company”),
evidenced by the attached copy of the Common Share Purchase Warrant (the ”Warrant”). Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


		1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made
as (check one):



 


		☐	a
                                            cash exercise with respect to _________________ Warrant Shares; or



 


	 	☐	by cashless exercise pursuant to the Warrant.






 


		2.	Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the
applicable Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.



 


		3.	Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant
Shares in accordance with the terms of the Warrant.



 





	Date:	 	 	 
	 	 	 
	 	 	(Print Name of Registered Holder)
	 	 	 
	 	 	By:
	 	 	Name:
	 	 	Title:








 






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EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized transfer
of the Warrant)


 


For
Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________
Common Shares of SmartCard Marketing Systems, Inc., , a corporation organized under the laws of the State of Delaware (the
“Company”), to which the within Common Share Purchase Warrant relates and appoints ____________________, as
attorney-in-fact, to transfer said right on the books of the Company with full power of substitution and re-substitution in the
premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the
within Warrant.


 





	Dated:	 	 	 
	 	 	 
	 	 	(Signature) *
	 	 	 
	 	 	(Name)
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	(Social Security or Tax Identification No.)














 


* The signature on this Assignment of Warrant
must correspond to the name as written upon the face of the Common Share Purchase Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate
your position(s) and title(s) with such entity.


 


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