Exhibit 10.2


 


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN EXCEPTIONS SPECIFIED HEREIN, AN OPINION OF COUNSEL
IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.


 


 


	Warrant No. 1	     Date
of Issuance: December 13, 2022



 


P3 Health
Group, LLC


 


Class A Common Stock Purchase Warrant


 


P3 Health Group, LLC (the
“Company”), for value received, hereby certifies that VBC Growth SPV, LLC, or its registered assigns (the “Registered
Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof
and on or before the Expiration Date (as defined in Section 6 below) Class A Common Stock, par value $0.0001 per share (“Shares”)
of P3 Health Partners Inc. (“Parent” at an exercise price per Share equal to $4.26 (as adjusted for subdivisions, combinations,
distributions, recapitalizations and like transactions with respect to the Shares). The Shares issuable upon exercise of this Class A
Common Stock Purchase Warrant (this “Warrant”) and the exercise price per Share, as adjusted from time to time pursuant
to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Exercise Price,”
respectively.


 


This Warrant is issued pursuant
to, and is subject to the terms and conditions of, that certain Unsecured Promissory Note, among the Company and Registered Holder, dated
as of December 13, 2022, as may be amended from time to time (the “Loan Agreement”).


 


1.          Number
of Shares. Subject to the terms and conditions hereinafter set forth, the Registered Holder is entitled, upon surrender of this
Warrant, to purchase from the Company up to 429,180 Shares.


 


2.          Exercise.


 


(a)            Manner
of Exercise. This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the
purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s
duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied
by payment in full of the aggregate Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise (the
“Purchase Price”). The Purchase Price may be paid by cash, check or wire transfer to the Registered Holder.


 






     


     


    

 


(b)            Effective
Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business
on the day on which this Warrant shall have been surrendered to the Company as provided in Section 2(a) above. At such time,
the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 2(d) below
shall be deemed to have become the holder or holders of record of the Warrant Shares to be represented by such certificates.


 


(c)            Net
Issue Exercise.


 


(i)            In
lieu of exercising this Warrant in the manner provided above in Section 2(a), the Registered Holder may elect to receive Shares equal
to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company
together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered
Holder or such Registered Holder’s duly authorized attorney, in which event the Parent shall issue to such Registered Holder a number
of Warrant Shares computed using the following formula:


 


	X =	Y (A - B)
	  A 


 


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


 


Y = The number
of Warrant Shares purchasable under this Warrant (at the date of such calculation).


 


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


 


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


 


(d)          (ii)     The
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (i) if the Shares
are then listed on The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market or the New York Stock Exchange
(such market, the “Trading Market”), the daily volume-weighted average price of the Shares for such date (or the nearest preceding
date) on the Trading Market as reported by Bloomberg Financial L.P. (based on a “Trading Day” from 9:30 a.m. Eastern
Time to 4:02 p.m. Eastern Time); (ii) the volume-weighted average price of the Shares for such date (or the nearest preceding
date) on the OTC Bulletin Board; (iii) if the Shares are not then listed on a Trading Market or quoted on the OTC Bulletin Board
and if prices for the Shares are then reported in the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported; or (iv) in
all other cases, the fair market value of a share of Common Stock as determined by a good faith determination of the Parent’s Board
of Directors.


 






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(e)            Delivery
to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten
days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such
Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:


 


(i)             a
certificate or certificates for the number of Warrant Shares to which such Registered Holder shall be entitled, and


 


(ii)            in
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor and with the same date, calling in
the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment thereof) to
the number of such Shares called for on the face of this Warrant minus the number of such Shares purchased by the Registered Holder upon
such exercise as provided in Section 2(a) or 2(c) above (without giving effect to any adjustment thereof).


 


(f)            Limitation
on Exercise. Notwithstanding anything to the contrary herein, Shares may not be issued pursuant to this Warrant and this Warrant
shall not be exercisable for Shares, to the extent that the issuance of the Warrant or the issuance of Shares upon exercise thereof would
constitute, in the good faith determination of the Parent, “ equity compensation” by the Parent pursuant to Nasdaq Listing
Rule 5635(c) or would otherwise be impermissible without shareholder approval pursuant to the Nasdaq Listing Rules. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant.


 


3.            Adjustments.


 


(a)            Subdivision
and Dividends. If outstanding Shares shall be subdivided into a greater number of Shares or a dividend in Shares shall be paid
in respect of Shares, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall
simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced.
If outstanding Shares shall be combined into a smaller number of Shares, the Exercise Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be
made in the Exercise Price, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number
determined by dividing (i) an amount equal to the number of Shares issuable upon the exercise of this Warrant immediately prior to
such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect
immediately after such adjustment.


 


(b)            Reclassification,
Etc. In case there occurs any reclassification or change of the outstanding securities of the Parent (or any other
corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate
reorganization on or after the date hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time
after the consummation of such reclassification, change, or reorganization, shall be entitled to receive, in lieu of the membership
interests or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other
securities or property to which such Registered Holder would have been entitled upon such consummation if such Registered Holder had
exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this
Section 3.


 






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(c)            Other
Action Affecting Shares. In case at any time or from time to time the Parent shall take any action of the type contemplated in
Section 3(a) or Section 3(b) hereof but not expressly provided for by such provisions, then, unless in the opinion
of the Parent’s Board of Directors such action will not have an adverse effect upon the rights of the Registered Holder (taking
into consideration, if necessary, any prior actions which the Parent’s Board of Directors deemed not to materially adversely affect
the rights of the Registered Holder), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be adjusted in
such manner and at such time as the Parent’s Board of Directors may in good faith determine to be equitable in the circumstances.


 


(d)            Adjustment
Certificate. When any adjustment is required to be made in the Warrant Shares or the Exercise Price pursuant to this Section 3,
the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring
such adjustment, (ii) the Exercise Price after such adjustment and (iii) the kind and amount of stock or other securities or
property into which this Warrant shall be exercisable after such adjustment.


 


4.            No
Avoidance. The Parent
will not, by amendment of its charter, the LLC Agreement or through any reorganization, recapitalization, transfer of assets, consolidation,
merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, including without limitation, the adjustments required under Section 3 hereof. Without limiting the generality
of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Parent
will take all such action as may be necessary or appropriate so that the Parent may validly and legally issue Shares upon the exercise
of this Warrant.


 


5.            Transfers.


 


(a)            Unregistered
Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares have not been registered under the
Securities Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant
Share issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant
or such Warrant Shares and registration of this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law
then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration not required under
the Securities Act. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend
substantially to the foregoing effect. Notwithstanding the transfer restrictions set forth in the preceding sentences of this Section 5(a),
the Registered Holder may assign this Warrant or any Warrant Shares issued upon its exercise or any or all of its rights and interests
hereunder or thereunder, in the absence of registration or qualification of such securities and any opinion of counsel as contemplated
in clauses (i) and (ii) above, to one or more of its affiliates, provided that such transferee shall agree to be bound
by the terms and conditions of this Warrant as a Registered Holder hereunder.


 






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(b)            Transferability.
Subject to the provisions of Sections 5(a) and 8(f) hereof, this Warrant and all rights hereunder are transferable, in whole
or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal
office of the Company.


 


(c)            Warrant
Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Until
any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute
owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but
shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company
requesting such change.


 


6.           Termination. This
Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the
“Expiration Date”): (a) December 13, 2027; and (b) the consummation of (i) a sale,
conveyance, disposal, or encumbrance of all or substantially all of the Parent or the Company’s property or business or the
Parent or the Company’s merger into or consolidation with any other corporation (other than a wholly owned subsidiary
corporation) or (ii) any other transaction or series of related transactions in which more than fifty percent (50%) of the
voting power of the Parent or the Company is disposed of. Notwithstanding anything to the contrary herein, if (1) the
Registered Holder has not exercised this Warrant in full prior to the Expiration Date and (2) the fair market value of one
Warrant Share on the Expiration Date exceeds the Exercise Price, this Warrant shall be deemed to be exercised by the Registered
Holder pursuant to Section 2(c) above immediately prior to termination of this Warrant on the Expiration Date.


 


7.            Notices
of Certain Transactions. In case:


 


(a)            the
Parent shall set a record date for all holders of its Shares (or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to
subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;


 


(b)          of
any capital reorganization of the Parent, any reclassification of the membership interest of the Parent, any consolidation or merger of
the Parent with or into another corporation (other than a consolidation or merger in which the Parent is the surviving entity), or any
transfer of all or substantially all of the assets of the Parent; or


 






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(c)            of
the voluntary or involuntary dissolution, liquidation or winding-up of the Parent, then, and in each such case, the Parent will mail
or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the record date for
the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right,
or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation, winding-up, redemption or offering is to take place, and the time, if any is to be fixed, as of which the holders of
record of Shares (or such other stock or securities at the time deliverable upon such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or offering) are to be determined. Such notice
shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.


 


8.            Representations
and Warranties of Registered Holder. The Registered Holder represents and warrants to the Company as follows:


 


(a)            Purchase
for Own Account. This Warrant and the Warrant Shares (collectively, the “Securities”) to be acquired by the Registered
Holder will be acquired for investment for the Registered Holder’s account, not as a nominee or agent, and not with a view to the
public resale or distribution within the meaning of the Securities Act and the Registered Holder has no present intention of selling or
engaging in any public distribution of the same. The Registered Holder also represents that the Registered Holder has not been formed
for the specific purpose of acquiring the Securities.


 


(b)            Disclosure
of Information. The Registered Holder has received or has had full access to all the information it considers necessary or appropriate
to make an informed investment decision with respect to the acquisition of the Securities. The Registered Holder further has had an opportunity
to ask questions and receive answers from the Company and the Parent regarding the terms and conditions of the offering of the Securities
and to obtain additional information (to the extent the Company or the Parent possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to the Registered Holder or to which the Registered Holder has access.


 


(c)            Investment
Experience. The Registered Holder understands that the purchase of the Securities involves substantial risk. The Registered Holder
has experience as an investor in securities of companies in the development stage and acknowledges that the Registered Holder can bear
the economic risk of the Registered Holder’s investment in the Securities and has such knowledge and experience in financial or
business matters that the Registered Holder is capable of evaluating the merits and risks of its investment in the Securities and/or has
a preexisting personal or business relationship with the Company or the Parent and certain of its officers, directors or controlling persons
of a nature and duration that enables the Registered Holder to be aware of the character, business acumen and financial circumstances
of such persons.


 


(d)            Accredited
Investor Status. The Registered Holder is an “accredited investor” within the meaning of Regulation D promulgated under
the Securities Act.


 






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(e)            The
Securities Act. The Registered Holder understands that the Securities have not been registered under the Securities Act and are
being issued in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature
of the Registered Holder’s investment intent as expressed herein. The Registered Holder understands that this the Securities
must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state
securities laws, or unless exemption from such registration and qualification are otherwise available. The Registered Holder
acknowledges that the Company has no obligation to register or qualify the Securities for resale.


 


(f)            No
Public Market. The Registered Holder understands that no public market now exists for any of the securities issued by the Company,
and that the Company has made no assurances that a public market will ever exist for the Warrant, and that neither the Company nor the
Parent has made any assurance that a public market will continue to exist for the Warrant Shares.


 


9.            Legends.
The Warrant Shares issued upon exercise of this Warrant shall be imprinted with a legend in substantially the following form (together
with any other legends required by applicable law or the Parent’s Certificate of Incorporation):


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO CERTAIN EXCEPTIONS SPECIFIED HEREIN, AN OPINION OF
COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.


 


10.            Reservation
of Shares. The Parent will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of
this Warrant, such Warrant Shares and other membership interests, securities and property, as from time to time shall be issuable upon
the exercise of this Warrant.


 


11.           Parent
Guarantee. Parent irrevocably and unconditionally guarantees the Company’s obligations to deliver the Shares as contemplated
under this Warrant.


 


12.           Exchange
of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions of Section 5 hereof, issue and deliver to or upon the
order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered
Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the
aggregate on the face or faces thereof for the number of Shares called for on the face or faces of the Warrant or Warrants so surrendered.


 






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13.            Replacement
of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required)
in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the
Company will issue, in lieu thereof, a new Warrant of like tenor.


 


14.            No
Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any
rights by virtue hereof as a stockholder of the Parent.


 


15.            No
Fractional Shares. No fractional Shares will be issued in connection with any exercise hereunder. In lieu of any fractional Shares
which would otherwise be issuable, the Parent shall, at the Parent’s option, round up to the next whole Share, or pay cash equal
to the product of such fraction multiplied by the fair market value of one Share on the date of exercise, as determined in good faith
by the Parent’s Board of Directors.


 


16.            Amendment
or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the holders of at least 50%
of the Shares issuable upon exercise of outstanding warrants issued pursuant to the Loan Agreement. By acceptance hereof, the Registered
Holder acknowledges that in the event the required consent is obtained, any term of this Warrant may be amended or waived with or without
the consent of the Registered Holder.


 


17.            Headings.
The headings in this Warrant are used for convenience only and are not to be considered in construing or interpreting any provision
of this Warrant.


 


18.            Governing
Law. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of law.


 


19.            Successors
and Assigns. Unless otherwise provided in this Warrant, the terms and conditions of this Warrant shall inure to the benefit of
and be binding upon the permitted successors and assigns of the parties. Nothing in this Warrant, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Warrant, except as expressly provided in this Warrant.


 


20.            Counterparts.
This Warrant may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


21.            Severability.
If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from
this Warrant, the balance of this Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance
with its terms.


 






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22.            Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Warrant, upon any breach
or default of any other party under this Warrant, shall impair any such right, power or remedy of such non-breaching or non-defaulting
party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any
breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this Warrant, must be
in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Warrant or
by law or otherwise afforded to any party, shall be cumulative and not alternative.


 


23.            Notices.
Unless otherwise provided herein, any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient
upon delivery, when delivered personally or by overnight courier or sent by facsimile, or 48 hours after being deposited in the U.S. mail,
as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth
on the signature page, or as subsequently modified by written notice.


 


[Signature Pages Follow]


 






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The parties have executed
this Class A Common Stock Purchase Warrant as of the date first written above.


 


	 	COMPANY:
	 	 
	 	P3 HEALTH GROUP, LLC
	 	 
	 	By:	 /s/ Erin Darakjian
	 	Name: Erin Darakjian
	 	Title: Chief Accounting Officer
	 	Address: 2370 Corporate Circle, Suite 300,
    Henderson, NV 89074
	 	 
	 	PARENT:
	 	 
	 	P3 HEALTH PARTNERS INC.
	 	 
	 	By:	 /s/ Erin Darakjian
	 	Name: Erin Darakjian
	 	Title: Chief Accounting Officer
	 	Address: 2370 Corporate Circle, Suite 300,
    Henderson, NV 89074



 






     


     


    

 


	 	AGREED TO AND ACCEPTED:
	 	 
	 	REGISTERED HOLDER:
	 	 
	 	VBC GROWTH SPV LLC
	 	 
	 	By: Chicago Pacific Founders GP, L.P., its Manager
	 	By: Chicago Pacific Founders UGP, LLC, its General Partner
	 	 
	 	By:	/s/ Lawrence B. Leisure      
	 	Name: Lawrence B. Leisure 
	 	Title: Manager




 






     


     


    

 


EXHIBIT A


 


PURCHASE/EXERCISE FORM


 


To:     P3
Health Group, LLC                                                                                                                                   Dated: [__]


 


The undersigned, pursuant
to the provisions set forth in the attached Warrant No. [__], hereby irrevocably elects to (choose one):


 


		  ̈	(a) purchase _____ Shares covered by such Warrant and herewith makes payment of $__________, representing
the full purchase price for such Shares at the price per Share provided for in such Warrant, or



 


		  ̈	(b) exercise such Warrant for _______ Shares purchasable under the Warrant pursuant to the Net Issue
Exercise provisions of Section 2(c) of such Warrant.



 


The undersigned acknowledges
that it has reviewed the representations and warranties contained in Section 8 of the Warrant and by its signature below hereby makes
such representations and warranties to the Company. Defined terms contained in such representations and warranties shall have the meanings
assigned to them in the Warrant, provided that the term “Registered Holder” shall refer to the undersigned.


 


	 	Signature:	 
	 	 
	 	Name (print):	 
	 	 
	 	Title (if applicable):	 
	 	 
	 	Company (if applicable):	 




 






     


     


    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, ________________________________________
hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant with respect to the number of Shares
covered thereby set forth below, unto:


 


	Name of Assignee	 	Address/Facsimile Number	 	No. of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


	Dated:	 	 	Signature:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Witness: