Exhibit
4.16


 


[FORM
OF SERIES [A] [B] WARRANT]


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A FORM REASONABLY SATISFACTORY
TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144
OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


SONNET
BIOTHERAPEUTICS HOLDINGS, INC.


 


Series
[A] [B] Warrant To Purchase Common Stock


 


Warrant
No.:


Number
of Shares of Common Stock: _____________


Date
of Issuance: [●], 20201 (“Issuance Date”)


 


Sonnet
BioTherapeutics Holdings, Inc., a Delaware corporation formerly known as Chanticleer Holdings, Inc. (the “Company”),
hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
[HOLDER], the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then
in effect, at any time or times on or after the date hereof, but not after 11:59 p.m., New York time, on the Expiration Date,
(as defined below), [INSERT IN SERIES A WARRANT:___________________ (__________)2 fully paid nonassessable shares
of Common Stock] [INSERT IN SERIES B WARRANT: a number of fully paid nonassessable shares of Common Stock equal to the
Maximum Eligibility Number], subject to adjustment as provided herein (the “Warrant Shares”). Except
as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth
in Section 18. This Warrant is one of the [INSERT IN SERIES A WARRANT: Series A] [INSERT IN SERIES B WARRANT: Series
B] Warrants to purchase Common Stock (the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities
Purchase Agreement, dated as of February 7, 2020 (the “Subscription Date”), by and among the Company,
Sonnet BioTherapeutics, Inc., a New Jersey corporation, and the investors (the “Buyers”) referred to therein
(as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the
“Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the definitions
ascribed to such terms in the Securities Purchase Agreement.


 


 






1
                                         Insert the Warrant Closing Date (as defined in the Securities Purchase Agreement).


 


2
Insert 75% of the sum of (i) the number of Exchange Shares issued in exchange for the number of Initial Common Shares purchased
by the Holder pursuant to the Securities Purchase Agreement, (ii) the number of Exchange Shares issued in exchange of the number
of Additional Common Shares (as defined in the Securities Purchase Agreement) delivered or deliverable to the Holder pursuant
to the Securities Purchase Agreement without giving effect to any limitation on delivery to the Holder pursuant to Section 1(c)(iv)
of the Securities Purchase Agreement and (iii) the Initial Maximum Eligibility Number.



 




    	 	 	 



    	 



    

 


1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Issuance Date, in whole or
in part, by (i) 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 and (ii) (A) payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash by wire transfer of immediately available funds or (B) [INSERT IN SERIES A WARRANT: if
the provisions of Section 1(d) are applicable,] by notifying the Company that this Warrant is being exercised pursuant
to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order
to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization)
with respect to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to less than all of
the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the
date on which the Holder has delivered the applicable Exercise Notice to the Company, the Company shall transmit by facsimile
or electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer
agent (the “Transfer Agent”). On or before the applicable Share Delivery Date, the Company shall (X) provided
that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program and (A) the applicable Warrant Shares are subject to an effective resale registration statement in favor of the
Holder or (B) if exercised via Cashless Exercise, at a time when Rule 144 would be available for immediate resale of the applicable
Warrant Shares by the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such
exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian
system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or (A) the applicable
Warrant Shares are not subject to an effective resale registration statement in favor of the Holder and (B) if exercised via Cashless
Exercise, at a time when Rule 144 would not be available for immediate resale of the applicable Warrant Shares by the Holder,
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 Warrant Shares to which the Holder is entitled pursuant
to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with
respect to the issuance of Warrant Shares via DTC, if any, including, without limitation, for same day processing. Upon delivery
of the Exercise Notice, 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 such Warrant Shares are credited to the
Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If
this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) 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 two (2) Trading Days after any exercise and at its own expense,
issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares
to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with
respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue
and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.
While any SPA Warrants remain outstanding, the Company shall use a transfer agent that participates
in the DTC Fast Automated Securities Transfer Program. [INSERT IN SERIES B WARRANT: Notwithstanding
any provision of this Warrant to the contrary, no more than the Maximum Eligibility Number of Warrant Shares shall be exercisable
IN the AGGREGATE hereunder.] For the avoidance of doubt, without limiting any rights of a Holder to receive cash payments
pursuant to Section 1(c) below, the Company shall not be required to cash settle the exercise of this Warrant if an effective
resale registration statement is not in place at the time of exercise.


 


(b)
                                         Exercise Price. For purposes of this Warrant, “Exercise Price”
                                         means $[●]3 per share, subject to adjustment as provided herein.




 


 






3
                                         [INSERT IN SERIES A WARRANT: Insert 125% of the lower of (i) the quotient
                                         determined by dividing (x) the aggregate Purchase Price paid by the initial Holder of
                                         this Warrant pursuant to the Securities Purchase Agreement, by (y) the number of Initial
                                         Common Shares purchased by the initial Holder of this Warrant pursuant to the Securities
                                         Purchase Agreement (as adjusted for stock splits, stock dividends, recapitalizations,
                                         reorganizations, reclassification, combinations, reverse stock splits or other similar
                                         events related to the Common Stock occurring after the Subscription Date) and (ii) the
                                         Final Per Share Price (as defined in the Securities Purchase Agreement).]


 


[INSERT
IN SERIES B WARRANT: Insert 0.0001.]


 




    	 	- 2 -	 



    	 



    

 


(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue
to the Holder on or prior to the applicable Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC
Fast Automated Securities Transfer Program, a certificate for the number of shares of Common Stock to which the Holder is entitled
and register such shares of Common Stock on the Company’s share register or if the Transfer Agent is participating in the
DTC Fast Automated Securities Transfer Program, to credit the Holder’s balance account with DTC, for such number of shares
of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant or (II) if the Registration Statement
covering the resale of the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”)
is not available for the resale of such Unavailable Warrant Shares and the Company fails to promptly, but in no event later than
as is required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Warrant Shares electronically
without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian
system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure”
and together with the event described in clause (I) above, an “Exercise Failure”), then, in addition to all
other remedies available to the Holder, (X) the Company shall pay in cash to the Holder on each day after the applicable Share
Delivery Date and during such Exercise Failure an amount equal to 1.5% of the product of (A) the number of shares of Common Stock
not issued to the Holder on or prior to the applicable Share Delivery Date and to which the Holder is entitled, and (B) any trading
price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable
date of delivery of the applicable Exercise Notice and ending on the applicable Share Delivery Date, and (Y) the Holder, upon
written notice to the Company, may void its Exercise Notice with respect to, and retain or have returned, as the case may be,
any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise
Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice
pursuant to this Section 1(c) or otherwise. In addition to the foregoing, if on or prior to the applicable Share Delivery Date
either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall
fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register
or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the Holder’s balance
account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder
or pursuant to the Company’s obligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after
such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock relating to the applicable
Exercise Failure (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased
(the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue
such shares of Common Stock) or credit the Holder’s balance account with DTC for such shares of Common Stock shall terminate,
or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common
Stock or credit the Holder’s balance account with DTC, as applicable, and pay cash to the Holder in an amount equal to the
excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) any trading price
of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the date of delivery
of the applicable Exercise Notice and ending on the applicable Share Delivery Date. Nothing herein shall limit the Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing
shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise of this Warrant as required
pursuant to the terms hereof.


 




    	 	- 3 -	 



    	 



    

 


(d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary, [INSERT IN SERIES A WARRANT: if the
Registration Statement covering the resale of the Unavailable Warrant Shares is not available for the resale of such Unavailable
Warrant Shares,] the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making
the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price,
elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the
following formula (a “Cashless Exercise”):


 


Net
Number = (A x B) - (A x C)


B


 


For
purposes of the foregoing formula:


 


	 	A=	the
    total number of shares with respect to which this Warrant is then being exercised.
	 	 	 
	 	B=	as applicable: (i)
    the Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise
    Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading
    Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular
    trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such
    Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price of the Common Stock on the Trading Day
    immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock on the principal
    Eligible Market for the Common Stock as reported by Bloomberg as of the time of the Holder’s execution of the applicable
    Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered
    within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a
    Trading Day) pursuant to Section 1(a) hereof or (iii) the Weighted Average Price of the Common Stock on the date of the applicable
    Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered
    pursuant to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.
	 	 	 
	 	C=	the Exercise Price
    then in effect for the applicable Warrant Shares at the time of such exercise.



 




    	 	- 4 -	 



    	 



    

 


If
shares of Common Stock are issued pursuant to this Section 1(d), the Company hereby acknowledges and agrees that the Warrant Shares
issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares
for purposes of Rule 144(d), shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the
Securities Purchase Agreement. The Company agrees not to take any position contrary to this Section 1(d).


 


(e)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute
in accordance with Section 12.


 


(f)
Beneficial Ownership Limitation on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall
not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this
Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never
made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively
would beneficially own in excess of [4.99] [9.99]%4 (the “Maximum Percentage”) of the number of
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 the Holder and the other Attribution Parties shall include the
number of shares of Common Stock held by the Holder and all other Attribution Parties plus 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
the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible
preferred stock or warrants, including the [INSERT IN SERIES A WARRANT: Series B] [INSERT IN SERIES B WARRANT: Series
A] Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise
analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this
Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or
other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more
recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives
an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported
Outstanding Share Number, the Company shall (i) promptly notify the Holder in writing of the number of shares of Common Stock
then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as
determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number
of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the
“Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any
exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the
Holder, the Company shall within one (1) Trading Day confirm in writing or by electronic mail 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 any other Attribution
Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares
of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed
to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as
determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution
Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be
deemed null and void and shall be cancelled ab initio and any portion of this Warrant so exercised shall be reinstated, and the
Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance
of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder
for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease
the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such
increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered
to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not
to any other holder of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common
Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No
prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions
of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to
correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership
limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to
such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.
For the avoidance of doubt, without limiting any rights of a Holder to receive cash payments pursuant to Section 1(c) below, in
no event shall the Company be required to cash settle any Excess Shares.


 


 






4
Insert Maximum Percentage as indicated on the Buyer's signature page attached to the Securities Purchase Agreement.


 




    	 	- 5 -	 



    	 



    

 


(g)
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of
this Warrant at least a number of shares of Common Stock equal to: (i) until the Reservation Date, [INSERT IN SERIES A WARRANT:
the number of Warrant Shares issued and issuable pursuant to the SPA Warrants determined in accordance with Section 2(d) assuming
a Reset Price equal to the Reset Floor Price without giving effect to any limitation on exercise set forth therein] [INSERT
IN SERIES B WARRANT: the number of Warrant Shares issued and issuable pursuant to the SPA Warrants assuming that the Maximum
Eligibility Number is determined based on a Reset Price equal to the Reset Floor Price without giving effect to any limitation
on exercise set forth therein] and (ii) thereafter, 100% of the maximum number of shares of Common Stock as shall from time to
time be necessary to effect the exercise of all of this Warrant then outstanding without regard to any limitation on exercise
included herein (the foregoing clauses (i) and (ii), as applicable, the “Required Reserve Amount” and the failure
to have such sufficient number of authorized and unreserved shares of Common Stock, an “Authorized Share Failure”),
then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock
to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold
a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection
with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit
its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to
recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized
Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares
of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation
by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. In the event that upon
any exercise of this Warrant, the Company does not have sufficient authorized shares to deliver in satisfaction of such exercise,
then unless the Holder elects to void such attempted exercise, the Holder may require the Company to pay to the Holder within
three (3) Trading Days of the applicable exercise, cash in an amount equal to the product of (i) the number of Warrant Shares
that the Company is unable to deliver pursuant to this Section 1(g) and (ii) the highest Weighted Average Price during the period
beginning on the date of such attempted exercise and the date that the Company makes the applicable cash payment.


 




    	 	- 6 -	 



    	 



    

 


2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be
adjusted from time to time as follows:


 


(a)
[INSERT IN SERIES B WARRANT: Intentionally omitted.] [INSERT IN SERIES A WARRANT: Adjustment Upon Issuance of
Shares of Common Stock. If and whenever on or after the Subscription Date, the Company publicly announces, issues or sells,
enters into a definitive, binding agreement pursuant to which the Company is required to issue or sell or, in accordance with
clauses (i) or (ii) of this Section 2(a), is deemed to have issued or sold, any shares of Common Stock owned or held by or for
the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection
with any Excluded Securities) for a consideration per share (the “New Issuance Price”) less than a price (the
“Applicable Price”) equal to the Exercise Price in effect immediately prior to such public announcement, issue
or sale or deemed issuance or sale or entry into such a definitive, binding agreement (the foregoing a “Dilutive Issuance”),
then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New
Issuance Price. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following shall be applicable:


 


(i)
Issuance of Options. If the Company in any manner grants or sells or enters into a definitive, binding agreement pursuant
to which the Company is required to grant or sell, or the Company publicly announces the issuance or sale of, any Options and
the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price,
then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time
of the granting or sale of such Option for such price per share. For purposes of this Section 2(a)(i), the “lowest price
per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or
exchange of any Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the
granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security
issuable upon exercise of such Option less any consideration paid or payable by the Company with respect to such one share of
Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of
any Convertible Security issuable upon exercise of such Option. No further adjustment of the Exercise Price shall be made upon
the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon
the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.


 


(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells, or enters into a definitive, binding
agreement pursuant to which the Company is required to grant or sell or the Company publicly announces the issuance or sale of,
any Convertible Securities and the lowest price per share for which one share of Common Stock is issuable upon the conversion,
exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price
per share. For the purposes of this Section 2(a)(ii), the “lowest price per share for which one share of Common Stock is
issuable upon the conversion, exercise or exchange thereof” shall be equal to the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the
Convertible Security and upon conversion, exercise or exchange of such Convertible Security less any consideration paid or payable
by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon
conversion, exercise or exchange of such Convertible Security. No further adjustment of the Exercise Price shall be made upon
the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if
any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant
has been or is to be made pursuant to other provisions of this Section 2(a), no further adjustment of the Exercise Price shall
be made by reason of such issue or sale.


 




    	 	- 7 -	 



    	 



    

 


(iii)
Change in Option Price or Rate of Conversion. Notwithstanding anything herein to the contrary, no adjustment to the Exercise
Price or number of Warrant Shares shall be made pursuant to this Section 2(a) as a result of any change of the terms of any Options
or Convertible Securities after their date of issuance.


 


(iv)
Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection
with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the
“Primary Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary
Securities”), together comprising one integrated transaction, (or one or more transactions if such issuances or sales
or deemed issuances or sales of securities of the Company either (A) have at least one investor or purchaser in common, (B) are
consummated in reasonable proximity to each other and/or (C) are consummated under the same plan of financing) the aggregate consideration
per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest
price per share for which one share of Common Stock was issued (or was deemed to be issued pursuant to Section 2(a)(i) or Section
2(a)(ii), as applicable) in such integrated transaction solely with respect to such Primary Security, minus (y) with respect to
such Secondary Securities, the sum of (I) the Black Scholes Consideration Value of each such Option, if any, (II) the fair market
value (as determined by the Holder in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment
Right, if any, and (III) the fair market value (as determined by the Holder) of such Convertible Security, if any, in each case,
as determined on a per share basis in accordance with this Section 2(a)(iv). If any shares of Common Stock, Options or Convertible
Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose
of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation
of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor.
If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount
of such consideration received by the Company (for the purpose of determining the consideration paid for such Common Stock, Option
or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be the fair
value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount
of consideration received by the Company for such securities will be the arithmetic average of the Weighted Average Prices of
such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock,
Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which
the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid
for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration
Value) will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable
to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration other
than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to
reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”),
the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following
such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination
of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser
shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if a calculation pursuant to this Section
2(a)(iv) would result in an Exercise Price that is lower than the par value of the Common Stock, then the Exercise Price shall
be deemed to equal the par value of the Common Stock.


 




    	 	- 8 -	 



    	 



    

 


(v)
Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A)
to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to
subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be
the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend
or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may
be.


 


(vi)
No Readjustments. For the avoidance of doubt, in the event the Exercise Price has been adjusted pursuant to this Section
2(a) and the Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound or is cancelled after
the facts for any reason whatsoever, in no event shall the Exercise Price be readjusted to the Exercise Price that would have
been in effect if such Dilutive Issuance had not occurred or been consummated.]


 


(b)
Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant, with the prior written consent
of the Holder, (i) reduce the then current Exercise Price and/or (ii) increase the then current number of Warrant Shares, in each
case, to any amount or number and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(c)
Adjustment Upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Closing Date subdivides
(by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock
into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Closing Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the
number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the
close of business on the date the subdivision or combination becomes effective.


 




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(d)
Resets. [INSERT IN SERIES A WARRANT: On each Reset Date the Exercise Price shall be adjusted to equal the applicable
Reset Price. Upon each Reset Date, the number of Warrant Shares issuable immediately prior to such reset shall be increased, but
in no event decreased, to the number of shares of Common Stock determined by multiplying (x) the Exercise Price in effect on the
Issuance Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations,
reverse stock splits or other similar events related to the Common Stock occurring after the Issuance Date), or if a Reset Date
has occurred hereunder, the Reset Price in effect on the immediately preceding Reset Date (in each case, as adjusted for stock
splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar
events related to the Common Stock occurring after such Reset Date), as applicable, by (y) the number of Warrant Shares acquirable
upon exercise of this Warrant immediately prior to such reset (which number of Warrant Shares, for the avoidance of doubt, shall
give effect to any prior exercises of this Warrant) without regard to any limitation on exercise included herein, and dividing
the product thereof by the Exercise Price resulting from such reset.] [INSERT IN SERIES B WARRANT: The Maximum Eligibility
Number shall be increased (but not decreased) on each Reset Date to equal the applicable Reset Share Amount.]


 


(e)
[INSERT IN SERIES A WARRANT: Other Events. If any event occurs of the type contemplated by the provisions of this
Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the Company’s Board of Directors will make an appropriate
adjustment in the Exercise Price and the number of Warrant Shares, as mutually determined by the Company’s Board of Directors
and the Required Holders, so as to protect the rights of the Holder; provided that no such adjustment pursuant to this
Section 2(e) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this
Section 2.]


 


3.
RIGHTS UPON 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 shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property, Options, evidence of indebtedness or any other assets
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the Closing Date, then, in each such case, the Holder shall be entitled
to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held
the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions
on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date of which a record
is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock
are to be determined for the participation in such Distribution (provided, however, that to the extent that the
Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not
be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership)
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or
times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution
or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).


 




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4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time following the Closing Date
the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant
(without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then
the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial
ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such
Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto
would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the
Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent
Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).


 




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(b)
Fundamental Transactions. The Company shall not enter into, allow or be a party to
a Fundamental Transaction until the Reservation Date. If, at any time after the Reservation Date until this Warrant ceases
to be outstanding, a Fundamental Transaction occurs or is consummated, then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior
to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 1(f)
on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company,
if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 1(f) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions
of this Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and
approved by the Required Holders (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of
the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital
stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of
this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form
and substance to the Required Holders. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed
to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring
to the “Company” shall be added to the term “Company” under this Warrant (so
that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant
referring to the “Company” shall refer instead to each of the Company and the
Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally
with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities
shall assume all of the obligations of the Company prior thereto under this Warrant with
the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the
Company in this Warrant.


 




    	 	- 12 -	 



    	 



    

 


(c)
[INSERT IN SERIES A WARRANTS: Notwithstanding the foregoing, in the event of a Fundamental Transaction, at the request
of the Holder delivered before the ninetieth (90th) day after the occurrence or consummation of such Fundamental Transaction,
the Company (or the Successor Entity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business
Days after such request (or, if later, on the effective date of the Fundamental Transaction), cash in an amount equal to the Black
Scholes Value of the remaining unexercised portion of this Warrant on the effective date of such Fundamental Transaction; provided,
however, if such Fundamental Transaction is not within the Company’s control, including not approved by the Company’s
Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation
of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value
of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock in connection with such
Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders
of Common Stock are given the choice to receive from among alternative forms of consideration in connection with such Fundamental
Transaction. The payment of the Black Scholes Value will be made pursuant to instructions
delivered by the Holder to the Company within five (5) Business Days of the Holder’s
election (or, if later, on the effective date of the Fundamental Transaction).]


 


5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation or Bylaws, 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 of 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 shares of Common Stock 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 nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long
as any of the SPA Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and
unissued shares of Common Stock, solely for the purpose of effecting the exercise of the SPA Warrants, the Required Reserve Amount
of shares of Common Stock.


 


6.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise
of this Warrant. 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 stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder
with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with
the giving thereof to the stockholders.


 




    	 	- 13 -	 



    	 



    

 


7.
REISSUANCE OF WARRANTS.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company 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, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of
this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right
to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
that no SPA Warrants for fractional Warrant Shares shall be given.


 


(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common
Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same
as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with Section 10(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt
written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and
the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i)
immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of
such adjustment and (ii) at least fifteen (15) 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 shares of Common Stock, (B) with respect to any grants, issuances or
sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of
shares of Common Stock 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. It is expressly understood and agreed that the time of exercise specified by the Holder in each
Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 




    	 	- 14 -	 



    	 



    

 


9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and
the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the
Company has obtained the written consent of the Required Holders. Any change, amendment or waiver pursuant to the immediately
preceding sentence shall be binding on the Holder of this Warrant and all holders of the SPA Warrants. [INSERT IN SERIES A
WARRANTS: Notwithstanding the foregoing, after the date that is ten (10) Trading Days immediately following the Reservation
Date, the provisions of this Warrant may be amended or waived and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, if the Company has obtained the written consent of the Holder.]


 


10.
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by,
the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to the Company at the address set forth in Section 10(f) of the Securities Purchase 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 manner permitted by law. Nothing contained herein shall be deemed
or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court ruling in favor of the Holder. 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.


 




    	 	- 15 -	 



    	 



    

 


11.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall
not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant.


 


12.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall cause the Transfer Agent to issue to the Holder
the number of shares of Common Stock that is not disputed and the Company shall submit the disputed determinations or arithmetic
calculations via facsimile or electronic mail within one (1) Business Day of receipt of the Exercise Notice giving rise to such
dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation
of the Exercise Price or the Warrant Shares within two (2) Business Days of such disputed determination or arithmetic calculation
being submitted to the Holder, then the Company shall, within one (1) Business Day submit via facsimile or electronic mail (a)
the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Holder and approved
by the Company, such approval not to be unreasonably withheld, conditioned or delayed or (b) the disputed arithmetic calculation
of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment
bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder
of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such
investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties
absent demonstrable error.


 


13.
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief). No remedy contained herein
shall be deemed a waiver of compliance with the provisions giving rise to such remedy. Nothing herein shall limit the right
of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any
such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder
of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without
the necessity of showing economic loss and without any bond or other security being required.


 


14.
TRANSFER. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the
consent of the Company, except as may otherwise be required by Section 2(f) of the Securities Purchase Agreement.


 




    	 	- 16 -	 



    	 



    

 


15.
SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues
to express, without material change, the original intentions of the Company and the Holder as to the subject matter hereof and
the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the Company and the Holder or the practical realization of the benefits that would otherwise
be conferred upon the Company and the Holder. The Company and the Holder will endeavor in good faith negotiations to replace the
prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to
that of the prohibited, invalid or unenforceable provision(s).


 


16.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless
the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information
relating to the Company or its Subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose
such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that
a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to
the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed
to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company
or its Subsidiaries.


 


17.
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed
in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder
otherwise takes action to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs
any bankruptcy, reorganization, receivership of the company or other proceedings affecting company creditors’ rights and
involving a claim under this Warrant, then the Company shall pay the costs incurred by the Holder for such collection, enforcement
or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation,
attorneys’ fees and disbursements.


 


18.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“1933 Act” means the Securities Act of 1933, as amended.


 


(b)
“Additional Vested Common Shares” means the Exchange Shares issued in exchange for the Additional Common Shares
(as defined in the Securities Purchase Agreement) delivered or deliverable to the initial Holder of this Warrant pursuant to the
Securities Purchase Agreement without giving effect to any limitation on delivery to the Holder pursuant to Section 1(c)(iv) of
the Securities Purchase Agreement.


 


(c)
[INSERT IN SERIES A WARRANT: “Adjustment Right” means any right granted with respect to any securities
issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 2(a)(i)
or Section 2(a)(ii)) of shares of Common Stock (other than rights of the type described in Section 3 and 4 hereof) that could
result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities
(including, without limitation, any cash settlement rights, cash adjustment or other similar rights).] [INSERT IN SERIES B
WARRANT: Intentionally omitted.]]


 




    	 	- 17 -	 



    	 



    

 


(d)
“Affiliate” shall have the meaning ascribed to such term in Rule 405 promulgated under the 1933 Act or any
successor rule.


 


(e)
[INSERT IN SERIES A WARRANT: “Approved Stock Plan” means any employee benefit plan which has been approved
by the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer
or director for services provided to the Company.] [INSERT IN SERIES B WARRANT: Intentionally omitted.]


 


(f)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Person whose beneficial ownership of the Common Stock would or could
be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity,
the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(g)
“Bid Price” 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 an Eligible Market, the bid price of the
Common Stock for the time in question (or the nearest preceding date) on the Eligible Market on which the Common Stock is then
listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City
time)), (b) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock
are then reported in the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc. (or a similar organization or
agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the
Company, the fees and expenses of which shall be paid by the Company.


 




    	 	- 18 -	 



    	 



    

 


(h)
[INSERT IN SERIES A WARRANT: “Black Scholes Consideration Value” means the value of the applicable Option,
Convertible Security or Adjustment Right (as the case may be) calculated using the Black-Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg determined as of the date of issuance and reflecting (i) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or
Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as
the case may be), (ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function
on Bloomberg as of the Trading Day immediately following the public announcement of the issuance of such Option, Convertible Security
or Adjustment Right (as the case may be), or, if the issuance of such Option, Convertible Security or Adjustment Right (as the
case may be) is not publicly announced, the date of issuance of such Option, Convertible Security or Adjustment Right (as the
case may be), (iii) the underlying price per share used in such calculation shall be the highest Weighted Average Price of the
Common Stock during the period beginning on the Trading Day prior to the execution of definitive documentation relating to the
issuance of such Option or Convertible Security (as the case may be) and ending on (A) the Trading Day immediately following the
public announcement of the execution of definitive documents with respect to the issuance of such Option or Convertible Security
(as the case may be), or, (B) if the execution of definitive documents with respect to the issuance of such Option or Convertible
Security (as the case may be) is not publicly announced, the date of such issuance, (iv) a remaining option time equal to the
time between the date of the public announcement of the execution of definitive documents with respect to the issuance of such
Option or Convertible Security (as the case may be) or, if the execution of definitive documents with respect to the issuance
of such Option or Convertible Security (as the case may be) is not publicly announced, the date of such issuance, (v) a zero cost
of borrow and (vi) a 365 day annualization factor.] [INSERT IN SERIES B WARRANT: Intentionally omitted.]


 


(i)
[INSERT IN SERIES A WARRANT: “Black Scholes Value” means the value of this Warrant calculated using
the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately
following the public announcement of the applicable Fundamental Transaction, or, if such Fundamental Transaction is not publicly
announced, the date such Fundamental Transaction has occurred or is consummated, for pricing purposes and reflecting (i) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date
of request, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function
on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, or,
if such Fundamental Transaction is not publicly announced, the date such Fundamental Transaction has occurred or is consummated,
(iii) the underlying price per share used in such calculation shall be the greater of (x) the highest Weighted Average Price of
the Common Stock during the period beginning on the Trading Day prior to the execution of definitive documentation relating to
the applicable Fundamental Transaction and ending on (A) the Trading Day immediately following the public announcement of such
Fundamental Transaction, if the applicable Fundamental Transaction is publicly announced or (B) the Trading Day immediately following
the consummation of the applicable Fundamental Transaction if the applicable Fundamental Transaction is not publicly announced
and (y) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being
offered in such Fundamental Transaction, (iv) a remaining option time equal to the time between the date of the public announcement
of the applicable Fundamental Transaction or, if such applicable Fundamental Transaction is not publicly announced, the date such
Fundamental Transaction has occurred or is consummated, (v) a zero cost of borrow and (vi) a 365 day annualization factor.]
[INSERT IN SERIES B WARRANT: Intentionally omitted.]


 


(j)
“Bloomberg” means Bloomberg Financial Markets.


 




    	 	- 19 -	 



    	 



    

 


(k)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.


 


(l)
“Closing Date” shall have the meaning ascribed to such term in
the Securities Purchase Agreement.


 


(m)
“Common Stock” means (i) the Company’s shares of common stock, par value $0.0001 per share, and (ii)
any capital stock into which such Common Stock shall have been changed or any capital stock resulting from a reclassification,
reorganization or recapitalization of such Common Stock.


 


(n)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


 


(o)
“Designee” means [  ].


 


(p)
“Eligible Market” means the Principal Market, the NYSE American, The Nasdaq Global Select Market, The Nasdaq
Global Market or The New York Stock Exchange, Inc.


 


(q)
[INSERT IN SERIES A WARRANT: Intentionally omitted.][INSERT IN SERIES B WARRANT: “End Reset Date”
means the forty-fifth (45th) Trading Day immediately following each End Reset Measuring Date.]


 


(r)
[INSERT IN SERIES B WARRANT: “End Reset Measuring Date” means the fifteenth (15th) Trading
Day immediately following the Issuance Date and every fifteenth (15th) Trading Day thereafter; provided, however,
that any such date shall not be deemed an End Reset Measuring Date if on such date (1) the Holder cannot freely sell any Registrable
Securities pursuant to a resale registration statement and (2) the Holder cannot sell any Registrable Securities without restriction
or limitation pursuant to Rule 144; provided, further, that no date following the occurrence of a Satisfaction Event
shall be deemed an End Reset Measuring Date; provided, further, that no such date shall be deemed an End Reset Measuring
Date if an End Reset Measuring Date has previously occurred and either (1) if the Holder was able to then freely sell any Registrable
Securities pursuant to a resale registration statement in accordance with such prior End Reset Measuring Date, such ability continued
uninterrupted through and including the applicable date of determination or (2) if the Holder was able to freely sell any Registrable
Securities without restriction or limitation pursuant to Rule 144 in accordance with such prior End Reset Measuring Date, such
ability continued uninterrupted through and including the applicable date of determination.] [INSERT IN SERIES A WARRANT:
Intentionally omitted.]


 


(s)
[INSERT IN SERIES A WARRANT: “Excluded Securities” means any Common Stock issued or issuable or deemed
to be issued in accordance with Section 2(a)(i) or Section 2(a)(ii) by the Company: (i) under any Approved Stock Plan, (ii) upon
exercise of any SPA Warrants and any Series B Warrants issued pursuant to the Securities Purchase Agreement; provided,
that the terms of such SPA Warrants and Series B Warrants are not amended, modified or changed on or after the Subscription Date,
(iii) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding on the day immediately
preceding the Subscription Date; provided, that such issuance of Common Stock upon exercise of such Options or Convertible
Securities is made pursuant to the terms of such Options or Convertible Securities in effect on the date immediately preceding
the Subscription Date and such Options or Convertible Securities are not amended, modified or changed on or after the Subscription
Date or (iv) pursuant to the Merger Agreement or the Form S-4.] [INSERT IN SERIES B WARRANT: Intentionally omitted.]


 




    	 	- 20 -	 



    	 



    

 


(t)
“Expiration Date” means [INSERT IN SERIES A WARRANTS: the date sixty (60) months after the Issuance
Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market
(a “Holiday”), the next day that is not a Holiday] [INSERT IN SERIES B WARRANTS: the day following the
later to occur of (x) the Reservation Date and (y) the date on which this Warrant has been exercised in full and no Warrant Shares
remain issuable hereunder (without giving effect any limitation on exercise included herein)].


 


(u)
“Exchange Shares” shall have the meaning ascribed to such term
in the Securities Purchase Agreement.


 


(v)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or
exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of
the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding;
or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule
13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at
least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as
if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making
or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of
Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934
Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock,
(B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related
transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of
Common Stock not held by all such Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held
by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued
and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to
effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their shares
of Common Stock without approval of the stockholders of the Company or (C) that the Company shall, directly or indirectly, including
through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other
instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case
this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition
to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with
the intended treatment of such instrument or transaction. For the avoidance of doubt, in no event shall the Merger (as defined
in the Merger Agreement) or the transactions contemplated by the Merger Agreement and completed before the Issuance Date be deemed
to be a “Fundamental Transaction.”


 




    	 	- 21 -	 



    	 



    

 


(w)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.


 


(x)
“Initial Common Shares” means the Exchange Shares issued in exchange for the Initial Common Shares (as defined
in the Securities Purchase Agreement) purchased by the initial Holder of this Warrant.


 


(y)
[INSERT IN SERIES B WARRANT: “Initial Maximum Eligibility Number” means, the number (if positive) obtained
by subtracting (i) the sum of (x) the number of Initial Common Shares purchased by the initial Holder of this Warrant on the Closing
Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse
stock splits or other similar events related to the Common Stock occurring after the Closing Date) and (y) the number of Additional
Vested Common Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations,
reverse stock splits or other similar events related to the Common Stock occurring after the applicable date the Additional Vested
Common Shares are delivered) delivered or deliverable to the initial Holder of this Warrant pursuant to the Securities Purchase
Agreement, from (ii) the quotient determined by dividing (x) the aggregate Purchase Price paid by the initial Holder of this Warrant
on the Closing Date, by (y) the greater of (I) the Reset Floor Price and (II) eighty-five percent (85%) of the sum of the three
(3) lowest Weighted Average Prices of the Common Stock during the period beginning on the first (1st) Trading Day immediately
following the Closing Date and ending on the Warrant Closing Date (as defined in the Securities Purchase Agreement), inclusive
(as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock
splits or other similar events during such period), divided by three (3).] [INSERT IN SERIES A WARRANT: Intentionally omitted.]


 




    	 	- 22 -	 



    	 



    

 


(z)
[INSERT IN SERIES B WARRANT: “Interim Reset Date” means each of the ninth (9th) Trading Day, the eighteenth
(18th) Trading Day, the twenty-seventh (27th) Trading Day and the thirty-sixth (36th) Trading Day, in each case, immediately following
each End Reset Measuring Date.] [INSERT IN SERIES A WARRANT: Intentionally omitted.]


 


(aa)
[INSERT IN SERIES B WARRANT: “Maximum Eligibility Number” means, initially, the Initial Maximum Eligibility
Number, and such number shall be increased (but not decreased) on each Reset Date to equal the applicable Reset Share Amount.]
[INSERT IN SERIES A WARRANT: Intentionally omitted.]


 


(bb)
“Merger Agreement” shall have the meaning ascribed to such term
in the Securities Purchase Agreement.


 


(cc)
“Options” means any rights, warrants or options to subscribe for or purchase (i) shares of Common Stock or
(ii) Convertible Securities, including without limitation, the Warrants (as defined in the Securities Purchase Agreement).


 


(dd)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common capital or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by
the Holder, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person
or such entity designated by the Required Holders or in the absence of such designation, such Person or entity with the largest
public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(ee)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


 


(ff)
“Principal Market” means The Nasdaq Capital Market.


 


(gg)
[INSERT IN SERIES B WARRANT: “Public Information Failure” shall have the meaning ascribed to such term
in the Securities Purchase Agreement.] [INSERT IN SERIES A WARRANT: Intentionally omitted.]


 


(hh)
[INSERT IN SERIES B WARRANT: “Purchase Price” shall have the meaning ascribed to such term in the Securities
Purchase Agreement.] [INSERT IN SERIES A WARRANT: Intentionally omitted.]


 


(ii)
“Registrable Securities” shall have the meaning ascribed to such term in the Registration Rights Agreement.


 




    	 	- 23 -	 



    	 



    

 


(jj)
“Registration Rights Agreement” means that certain Registration Rights Agreement dated as of the Subscription
Date by and among the Company and the Buyers.


 


(kk)
“Registration Statement” shall have the meaning ascribed to such term in the Registration Rights Agreement.


 


(ll)
“Required Holders” means the holders of the SPA Warrants representing at least a majority of the shares of
Common Stock underlying the SPA Warrants then outstanding and shall include the Designee so long as the Designee or any of its
Affiliates holds any SPA Warrants.


 


(mm)
“Reservation Date” means the forty-fifth (45th) Trading Day immediately following the earlier to occur of (x)
the date the Holder can sell all Underlying Securities pursuant to Rule 144 without restriction or limitation and without the
requirement to be in compliance with Rule 144(c)(1) and (y) [●]5.


 


(nn)
“Reset Date” [INSERT IN SERIES A WARRANT: shall have the meaning ascribed to such term in the Series
B Warrants.] [INSERT IN SERIES B WARRANT: means each Interim Reset Date and each End Reset Date; provided, however,
that the Holder may by written notice to the Company elect to waive any such Reset Date; provided, further, that
any Reset Date that has been waived pursuant to the immediately preceding proviso may be advanced or delayed to any date selected
by the Holder; provided, further, that each End Reset Date may be advanced, but not delayed.]


 


(oo)
“Reset Floor Price” means $[●]6 (as adjusted for stock splits, stock dividends, recapitalizations,
reorganizations, reclassification, combinations, reverse stock splits or other similar events related to the Common Stock occurring
after the Closing Date).


 


(pp)
[INSERT IN SERIES B WARRANT: “Reset Period” means the period beginning on the End Reset Measuring Date
and ending on the applicable Reset Date.] [INSERT IN SERIES A WARRANT: Intentionally omitted.]


 


(qq)
“Reset Price” means [INSERT IN SERIES B WARRANT: the arithmetic average of the five (5) lowest Weighted
Average Prices of the Common Stock during the applicable Reset Period immediately preceding the applicable Reset Date (as adjusted
for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or
other similar events during such period); provided, however, that solely if the principal trading market for the
Common Stock is as of the applicable Reset Date the Principal Market, the Reset Price shall not be lower than the Reset Floor
Price.] [INSERT IN SERIES A WARRANT: the lower of (i) the Exercise Price then in effect and (ii) 125% of the applicable
Reset Price (as defined in the Series B Warrants) determined as of the related Reset Date.]


 


 






5
Insert the date that is the one (1) year anniversary of the Issuance Date.


 


6
Insert price determined by calculating a fully-diluted post-merger (after giving effect to the issuance of the Initial Common
Shares and Additional Common Shares, if any, without giving effect to the limitations under Section 1(c)(iv) of the Securities
Purchase Agreement), valuation of $10,000,000.






 




    	 	- 24 -	 



    	 



    

 


(rr)
[INSERT IN SERIES B WARRANT: “Reset Share Amount” means the number of shares of Common Stock equal to
the number (if positive) obtained by subtracting (I) the sum of (i) the number of Initial Common Shares purchased by the initial
Holder of this Warrant pursuant to the Securities Purchase Agreement (as adjusted for stock splits, stock dividends, recapitalizations,
reorganizations, reclassification, combinations, reverse stock splits or other similar events related to the Common Stock occurring
after the Subscription Date) and (ii) the number of Additional Vested Common Shares (as adjusted for stock splits, stock dividends,
recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events related to the
Common Stock occurring after the applicable date the Additional Vested Common Shares are delivered) delivered or deliverable to
the initial Holder of this Warrant pursuant to the Securities Purchase Agreement, from (II) the quotient determined by dividing
(x) the aggregate Purchase Price paid by the initial Holder of this Warrant pursuant to the Securities Purchase Agreement, by
(y) the applicable Reset Price determined as of the related Reset Date.] [INSERT IN SERIES A WARRANT: Intentionally omitted.]


 


(ss)
“Rule 144” means Rule 144 promulgated under the 1933 Act or any successor rule.


 


(tt)
[INSERT IN SERIES A WARRANT: Intentionally omitted.][INSERT IN SERIES B WARRANT: “Satisfaction Event”
means any of the following events:


 


(1)
all Registrable Securities are able to be freely sold without any restriction or limitation by the Holder at all times during
the forty-five (45) Trading Day period beginning on, and including, any End Reset Measuring Date either (a) pursuant to a resale
registration statement or (b) pursuant to Rule 144; or


 


(2)
the Reservation Date has occurred.]


 


(uu)
[INSERT IN SERIES B WARRANT: “Series A Warrants” shall have the meaning ascribed to such term in the
Securities Purchase Agreement.] [INSERT IN SERIES A WARRANT: “Series B Warrants” shall have the meaning
ascribed to such term in the Securities Purchase Agreement.]


 


(vv)
“Share Delivery Date” means the earlier of (i) the second (2nd) Trading Day and (ii) the number
of Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder delivers the applicable
Exercise Notice to the Company, so long as the Holder delivers the applicable Aggregate Exercise Price (or notice of a Cashless
Exercise) on or prior to the earlier of (i) the second (2nd) Trading Day following the date on which the Holder has
delivered the applicable Exercise Notice to the Company and (ii) the number of Trading Days comprising the Standard Settlement
Period following the date on which the Holder has delivered the applicable Exercise Notice to the Company (provided that if the
applicable Aggregate Exercise Price (or applicable notice of a Cashless Exercise) has not been delivered by such date, the applicable
Share Delivery Date shall be one (1) Trading Day after the Holder has delivered the applicable Aggregate Exercise Price (or applicable
notice of a Cashless Exercise) to the Company.


 




    	 	- 25 -	 



    	 



    

 


(ww)
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on
the Company’s primary Eligible Market with respect to the Common Stock as in effect on the date of delivery of the applicable
Exercise Notice.


 


(xx)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 


(yy)
“Subsidiary” shall have the meaning ascribed to such term in the
Securities Purchase Agreement.


 


(zz)
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent
Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected
by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


(aaa)
“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock on such day, then on the principal securities exchange or securities
market on which the Common Stock is then traded.


 


(bbb)
[INSERT IN SERIES B WARRANT: “Underlying Securities” means (i) the shares of Common Stock issued or
issuable upon exercise of the Series A Warrants, (ii) the shares of Common Stock issued or issuable upon exercise of the SPA Warrants
and (iii) any capital stock of the Company issued or issuable with respect to the Series A Warrants, the SPA Warrants or the shares
of Common Stock issued or issuable upon exercise of the Series A Warrants or the SPA Warrants, in each case as a result of any
stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on the
exercise of the Series A Warrants or the SPA Warrants.] [INSERT IN SERIES A WARRANT: Intentionally omitted.]


 


(ccc)
“Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for
such security on the Principal Market during the period beginning at 9:30:00 a.m., New York time (or such other time as the Principal
Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the
Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price”
function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30:00 a.m., New York time (or such
other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such
other time as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the
lowest closing ask price of any of the market makers for such security as reported in the
OTC Link or Pink Open Market (f/k/a OTC Pink) published by the OTC Markets Group, Inc. (or similar organization or agency succeeding
to its functions of reporting prices). If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction relating to the Common Stock during the
applicable calculation period.


 


[Signature
Page Follows]


 




    	 	- 26 -	 



    	 



    

 


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


 


	 	SONNET
    BIOTHERAPEUTICS HOLDINGS, INC.
	 	 
	 	By:	                        
	 	Name:	 
	 	Title:	 


 




    	 	 	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


 


SONNET
BIOTHERAPEUTICS HOLDINGS, INC.


 


The
undersigned holder hereby exercises the right to purchase _________________ shares of Common Stock (“Warrant Shares”)
of Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation formerly known as Chanticleer Holdings, Inc. (the “Company”),
evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). [INSERT IN SERIES B WARRANT:
In lieu of a fixed number of Warrant Shares, the undersigned holder may elect to indicate above a percentage of the trading volume
on the date of this Exercise Notice, which may be subject to a minimum and/or a maximum number of Warrant Shares, all subject
to the provisions of Section 1(f) of the Warrant. If a fixed number of Warrant Shares is not indicated above, then the number
of Warrant Shares and the Aggregate Exercise Price set forth in Sections 1, 2 and 3 of this Exercise Notice shall be mutually
calculated by the Company and the undersigned holder after the end of trading on the Principal Market on the date of this Exercise
Notice in accordance with the foregoing instructions and the provisions of Section 1(f) of 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:


 


____________
a “Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


____________
a “Cashless Exercise” with respect to _______________ Warrant Shares, resulting in a delivery obligation of
the Company to the Holder of __________ shares of Common Stock representing the applicable Net Number.


 


2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares to be issued pursuant hereto, the holder shall pay the 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.


 


4.
Please issue the Common Stock into which the Warrant is being exercised to the Holder, or for its benefit, as follows:


 


[  ]
Check here if requesting delivery as a certificate to the following name and to the following address:


 




    	 	 	 



    	 



    

 


Issue
to: _______________________________


                _______________________________


Address:
_________________________________________


Telephone
Number: _________________________________


Facsimile
Number: __________________________________


 


[  ]
Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:


 


DTC
Participant: ____________________________________


 


DTC
Number: ______________________________________


Account
Number: ___________________________________


 


Authorization:


By:
______________________________________


Title:
_____________________________________


Dated:


Account
Number (if electronic book entry transfer): __


Transaction
Code Number (if electronic book entry transfer): ______


 


Date:
_______________ __, ______


 


 ____________________________


Name
of Registered Holder


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 	 	 



    	 



    

 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated
number of shares of Common Stock in accordance with the Transfer Agent Instructions dated [●], 2020 from the Company and
acknowledged and agreed to by Securities Transfer Corporation.


 


	 	SONNET
    BIOTHERAPEUTICS HOLDINGS, INC.
	 	 
	 	By:	                      
	 	Name:	 
	 	Title: