Exhibit 4.1


 


	 	WARRANT	 
	 	 	 
	N0.000
	STRATEGIC
ACQUISITIONS, INC.
	____Shares

	 	 	 
	 	

    WARRANT
    TO PURCHASE COMMON STOCK
	 
	 	 	 
	 	VOID
AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE
	 


 


THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION
OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.


 


FOR
VALUE RECEIVED, STRATEGIC ACQUISITIONS, INC., a Nevada corporation (the “Company”), hereby agrees to sell upon the
terms and on the conditions hereinafter set forth, but no later than 5:30p.m., Eastern Time, on the Expiration Date (as hereinafter defined)
to _____________ or registered assigns (the “Holder”), under the terms as hereinafter set forth, 5 (five) years from
issuance date (August 31, 2022) fully paid and non-assessable shares of the Company’s Common Stock, par value $0.0001 per share
(the “Warrant Stock”), at a purchase price of$1.20 (the “Exercise Price”), to the warrant holder
pursuant to this warrant (this “Warrant”). The number of shares of Warrant Stock to be so issued and the Exercise Price are
subject to adjustment in certain events as hereinafter set forth. The term “Common Stock” shall mean, when used herein, unless
the context otherwise requires, the stock and other securities and property at the time receivable upon the exercise of this Warrant.


 


Exercise
of Warrant.


 


a.
The Holder may exercise this Warrant according to its terms by surrendering this Warrant to the Company at the address set forth in Section
11, the Notice of Exercise attached hereto having then been duly executed by the Holder, accompanied by cash, certified check or bank
draft in payment of the purchase price, in lawful money of the United States of America, for the number of shares of the Warrant Stock
specified in the Notice of Exercise, or as otherwise provided in this Warrant, prior to 5:30p.m., Eastern Time, on September 1, 2027(the
“Expiration Date”).


 


b.
Cashless Exercise. This Warrant may 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 certificate for the number of shares of Warrant Stock equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:


 




    	 



     


    

 


(A)
=the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Notice of Exercise;


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 



     


    

 


2.
Disposition of Warrant Stock and Warrant.


 


a.
The Holder hereby acknowledges that this Warrant and any Warrant Stock purchased pursuant hereto are, as of the date hereof, not registered:
(i) under the Securities Act of 1933, as amended (the “Act”), on the ground that the issuance of this Warrant is exempt
from registration under Section 4(2) of the Act as not involving any public offering or under Rule 903 of Regulation S promulgated under
the Act or (ii) under any applicable state securities law because the issuance of this Warrant does not involve any public offering;
and that the Company’s reliance on the Section 4(2) exemption of the Act or Rule 903 of Regulation S promulgated under the Act,
as the case may be, and under applicable state securities laws is predicated in part on the representations hereby made to the Company
by the Holder that it is acquiring this Warrant and will acquire the Warrant Stock for investment for its own account, with no present
intention of dividing its participation with others or reselling or otherwise distributing the same, subject, nevertheless, to any requirement
of law that the disposition of its property shall at all times be within its control.


 


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


 


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


 


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


 




    	 



     


    

 


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


 


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


 


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


 


5.
Capital Adjustments.


 


a.
Share Issuance Event. For a period of twenty-four (24) months from the date of issuance of this Warrant dated August 31, 2022, if the
Company shall issue any Common Stock, prior to the complete exercise of this Warrant for a consideration, then the 120% of issued price
of such latest issued Common stock will be the new Exercise Price. For purposes of this adjustment, the issuance of any security or debt
instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant, right or
option to purchase Common Stock shall result in an adjustment to the Exercise Price, and upon such issuance and again at any time upon
any actual, permitted, optional, or allowed issuances of shares of Common Stock upon any actual, permitted, optional, or allowed exercise
of such conversion or purchase rights, then the 120% of such effective issued price of such latest issued Common Stock will be the new
Exercise Price. Other than capital adjustment as described in this Section, Common Stock issued or issuable by the Company for no consideration
will be deemed issuable or to have been issued for $0.001 per share of Common Stock. After twenty-four months from the date of issuance
of this warrant, the Exercise Price of any unexcised warrant will not be adjusted pursuant to Section 5.a herein.


 




    	 



     


    

 


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


 


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


 


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


 


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


 


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


 






    	 



     


    

 


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


 


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


 


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


 


6.
Removed and Reserved.


 


7. Limitation
on Exercises. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise
this Warrant, to the extent that after giving effect to such exercise, the Holder (together with such Holder’s affiliates)
would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder
and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which
the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise
of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (B) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and
its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a
limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended. To the extent that the limitation contained in this Section 6 applies, the determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliate) and of which portion of
this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be
deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the
Holder together with any affiliate) and of which portion of this Warrant is exercisable, in each case subject to such
aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of the determination.
For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form
8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by
the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at
any time, upon the written or oral request of the Holder, the Company shall within one (1) business day confirm orally and in
writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by
the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The
restriction described in this Section 7 may be waived, in whole or in part, upon sixty-one (61) days prior notice from the Holder to
the Company to increase such percentage up to 9.99%, but not in excess of9.99%. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 7 to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make
changes or supplements necessary or desirable to properly give effect to such limitation.


 






    	 



     


    

 


8.
Notice to Holders.


 


a.
Notice of Record Date. In case:


 


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


 


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


 


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


 


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


 






    	 



     


    

 


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


 


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


 


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


 


11.
Notices. Any notice required or contemplated by this Warrant shall be deemed to have been duly given if transmitted by registered or
certified mail, return receipt requested, or nationally recognized overnight delivery service, to the Company at its principal executive
offices located at 30 Broad Street, 14th, New York, New York 1000451 t Attention: Yuanyuan Huang, Treasurer, Secretary and Director,
or to the Holder at the name and address set forth in the Warrant Register maintained by the Company.


 


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


 


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


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in its corporate name and by its duly authorized
officers, as of this 31 day of August, 2022.


 





	STRATEGIC ACQUISITIONS, INC.,	 
	 	 	 
	Name:	Yuanyuan Huang	 
	Title:	Treasurer, Secretary and Director	 



 








    	 



     


    

 


NOTICE
OF EXERCISE


 


TO:
STRATEGIC ACQUISITIONS, INC.


30
Broad Street, 14th


New
York, New York 10004


Attn:
Yuan Huang


Tel:
(757) 645-6019


Fax:
(908) 728-6500


 


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


 


(2)
Payment shall take the form of (check applicable box): D in lawful money of the United States; and/or


 


D
if the provisions of subsection 1(b) of this Warrant are in effect, the cancellation of such portion of the attached Warrant as is exercisable
for a total of                        
Warrant Shares (using a Fair Market Value of $                per share for purposes of this calculation); and/or


 


D
if the provisions of subsection 1(b) of this Warrant are in effect, the cancellation of such number of Warrant Shares as is
necessary, in accordance with the formula set forth in subsection 1(b), to exercise this Warrant with respect to the maximum number
of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1(b).


 


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


 


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


 


 






 


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


 




    	 



     


    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute


this form and supply required information.


Do not use this form to exercise the warrant.)


 


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


 


——————————-whose
address is


 


Dated:
                ,         


 
	Holder’s Name:	 


 
	Holder’s Signature:	 


 
	Name and Title of Signatory:	 


 
	Holder’s Address:	 


 
	Signature Guaranteed:	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary
or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.