Exhibit 10.27


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITIES EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT EDISON NATION, INC.


 


	Warrant
    Shares: 50,000	 	Issue
    Date: December 4, 2019




 


THIS
COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, 32 Entertainment LLC or its
assigns (the " Holder") is entitled, at any time or from time to time from the date hereof (the "Commencement Date"),
and at or before 5:00 p.m., Eastern time, December 4, 2024 (the "Termination Date") but not thereafter, to subscribe
for and purchase from Edison Nation, Inc., a Nevada corporation (the "Company"), up to 50,000 shares (as subject to
adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this
Warrant shall be equal to the Exercise Price, as defined in Section l(b).


 


Section
1. Exercise.


 


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






 






     


     


    

 


		b)	Exercise
                                         Price. The exercise price per share of the Common Stock under this Warrant shall
                                         be $1.50, subject to adjustment hereunder (the "Exercise Price").



 


		c)	Cashless
                                         Exercise. If at any time after the three-month anniversary of the Closing Date, there
                                         is no effective registration statement registering, or no current prospectus available
                                         for, the resale of the Warrant Shares by the Holder at a time when the Holder exercises
                                         all or any portion of this Warrant, then this Warrant may also be exercised, in whole
                                         or in part, at such time by means of a "cashless exercise" in which the Holder
                                         shall be entitled to receive a number of Warrant Shares equal to the quotient obtained
                                         by dividing [(A-B) (X)] by (A), where:



 


	 	 	(A) = as applicable: (i) the VWAP on the
    Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both
    executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered
    pursuant to Section 2(a) hereof on a Trading Day prior to the opening of "regular trading hours" (as defined in
    Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of
    the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z)
    the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the
    Holder's execution of the applicable Notice of Exercise if such Notice of Exercise 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 2(a) hereof or (iii) the VWAP on the date of the
    applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both
    executed and delivered pursuant to Section 2(a) hereof after the close of "regular trading hours" on such Trading
    Day;
	 	 	 
	 	 	(B) = the Exercise Price of this Warrant, as adjusted hereunder; and
	 	 	 
	 	 	(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
	 	 	 
	 	 	If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section l(c).




 






     


     


    

 


	 	 	"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 a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the
    Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
    9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
    weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c)
    if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
    reported in the "Pink Sheets" published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
    to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all
    other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
    faith by the 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.
	 	 	 
	 	 	"VWAP" means, for any date, the price
    determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading
    Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the
    Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
    9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is quoted for trading on the OTCQB
    or OTCQX, as applicable, and if the OTCQB or OTCQX is not a Trading Market, the  volume weighted average price of the
    Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
    then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the "Pink
    Sheets" published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of
    reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair
    market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the 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.
	 	 	 
	 	 	Notwithstanding anything herein to the contrary,
    on the Termination Date, this Warrant shall be exercised via cashless exercise pursuant to this Section l(c), with the approval
    of the Holder. Warrant may be exercised, at the sole discretion of the warrant holder.
	 	 	 








     


     


    

 


		d)	Mechanics
                                         of Exercise.
	 	 	 
	 	i.	Delivery of Warrant Shares Upon Exercise.
    The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
    the account of the Holder's or its designee's balance account with The Depository Trust Company through its Deposit or Withdrawal
    at Custodian system ("DWAC") if the Company is then a participant in such system and either (A) there is an effective
    registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B)
    the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144
    (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled
    pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest
    of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery
    of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period
    after the delivery to the Company of the Notice of Exercise (such date, the "Warrant Share Delivery Date"). Upon
    delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record
    of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
    Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received
    within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period
    following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares
    subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
    damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common
    Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth
    Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until
    such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is
    a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, "Standard
    Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary
    Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.
	 	 	 




		ii.	Delivery of New Warrants Upon Exercise. If this
                                                                                                     Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant
                                                                                                     certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the
                                                                                                     Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
                                                                                                     be identical with this Warrant.



 






     


     


    

 


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



 


		iv.	Compensation
                                         for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition
                                         to any other rights available to the Holder, if the Company fails to cause the Transfer
                                         Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
                                         of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery
                                         Date, and if after such date the Holder is required by its broker to purchase (in an
                                         open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases,
                                         shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
                                         Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"),
                                         then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
                                         the Holder's total purchase price (including brokerage commissions, if any) for the shares
                                         of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number
                                         of Warrant Shares that the Company was required to deliver to the Holder in connection
                                         with the exercise at issue times (2) the price at which the sell order giving rise to
                                         such purchase obligation was executed, and (B) at the option of the Holder, either reinstate
                                         the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
                                         was not honored (in which case such exercise shall be deemed rescinded) or deliver to
                                         the Holder the number of shares of Common Stock that would have been issued had the Company
                                         timely complied with its exercise and delivery obligations hereunder. For example, if
                                         the Holder purchases Common Stock having a total purchase price of $11,000 to cover a
                                         Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate
                                         sale price giving rise to such purchase obligation of $10,000, under clause (A) of the
                                         immediately preceding sentence the Company shall be required to pay the Holder $1,000.
                                         The Holder shall provide the Company written notice indicating the amounts payable to
                                         the Holder in respect of the Buy-In and, upon request of the Company, evidence of the
                                         amount of such loss. Nothing herein shall limit a Holder's right to pursue any other
                                         remedies available to it hereunder, at law or in equity including, without limitation,
                                         a decree of specific performance and/or injunctive relief with respect to the Company's
                                         failure to timely deliver shares of Common Stock upon exercise of the Warrant as required
                                         pursuant to the terms hereof.






 


		v.	No Fractional Shares or Scrip. No fractional
shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share
which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a
cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round
up to the next whole share.



 


		vi.	Charges,
                                         Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder
                                         for any issue or transfer tax or other incidental expense in respect of the issuance
                                         of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
                                         and such Warrant Shares shall be issued in the name of the Holder or in such name or
                                         names as may be directed by the Holder; provided, however, that in the event that Warrant
                                         Shares are to be issued in a name other than the name of the Holder, this Warrant when
                                         surrendered for exercise shall be accompanied by the Assignment Form attached hereto
                                         duly executed by the Holder and the Company may require, as a condition thereto, the
                                         payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
                                         The Company shall pay all Transfer Agent fees required for same-day processing of any
                                         Notice of Exercise and all fees to the Depository Trust Company (or another established
                                         clearing corporation performing similar functions) required for same-day electronic delivery
                                         of the Warrant Shares.



 






     


     


    

 


 



 


	vii.	Closing
                                         of Books. The Company will not close its stockholder books or records in any manner
                                         which prevents the timely exercise of this Warrant, pursuant to the terms hereof.



  


		e.	Holder' s Exercise Limitations.



 


		The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
                                                 right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to
                                                 such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's
                                                 Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons,
                                                 "Attribution Parties")), would beneficially own in excess of the Beneficial Ownership Limitation (as defined
                                                 below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its
                                                 Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant
                                                 with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be
                                                 issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of
                                                 its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any
                                                 other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation
                                                 on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
                                                 Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(e),
                                                 beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
                                                 promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such
                                                 calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
                                                 required to be filed in accordance therewith. To the extent that the limitation contained in this Section l(e) applies, the
                                                 determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any
                                                 Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of
                                                 the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder's determination of whether this
                                                 Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
                                                 Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
                                                 and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a
                                                 determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the
                                                 Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section l(e), in determining the
                                                 number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as
                                                 reflected in (A) the Company's most recent periodic or annual report filed with the Commission, as the case may be, (B) a
                                                 more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent
                                                 setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company
                                                 shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then
                                                 outstanding.



 






     


     


    

 


		In any case, the number of outstanding shares of Common Stock shall be determined after
                                                 giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its
                                                 Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.
                                                 The "Beneficial Ownership Limitation" shall be 4.99% of the number of shares of the Common Stock outstanding
                                                 immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder,
                                                 upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),
                                                 provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock
                                                 outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by
                                                 the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership
                                                 Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this
                                                 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
                                                 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial
                                                 Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to
                                                 such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.



 


	Section 2.	Certain Adjustments.x



 


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



 


		b) Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable,
                                                at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to
                                                reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition)
                                                any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect
                                                (such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance") (it
                                                being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time,
                                                whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or
                                                otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to
                                                receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be
                                                deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then
                                                simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be
                                                reduced and only reduced to equal the Base Share Price. Notwithstanding the foregoing, no adjustments shall be made, paid or
                                                issued under this Section 2(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later
                                                than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to
                                                this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion
                                                price and other pricing terms (such notice, the "Dilutive Issuance Notice"). For purposes of clarification, whether
                                                or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive
                                                Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether
                                                the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate
                                                Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common
                                                Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be
                                                converted or exercised.



 






     


     


    

 


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



 


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



  



     


     


    

 


		e) Fundamental
                                         Transaction. If, at any time while this Warrant is outstanding, (i) the Company,
                                         directly or indirectly, in one or more related transactions effects any merger or consolidation
                                         of the Company with or into another Person, (ii) the Company, directly or indirectly,
                                         effects any sale, lease, license, assignment, transfer, conveyance or other disposition
                                         of all or substantially all of its assets in one or a series of related transactions,
                                         (iii) any, direct or indirect, purchase offer, tender offer or exchange offer
                                         (whether by the Company or another Person) is completed pursuant to which holders of
                                         Common Stock are permitted to sell, tender or exchange their shares for other securities,
                                         cash or property and has been accepted by the holders of 50% or more of the outstanding
                                         Common Stock, (iv) the Company, directly or indirectly,
                                         in one or more related transactions effects any reclassification, reorganization or recapitalization
                                         of the Common Stock or any compulsory share exchange pursuant to which the Common Stock
                                         is effectively converted into or exchanged for other securities, cash or property, or
                                         (v) the Company, directly or indirectly, in one or more related transactions consummates
                                         a stock or share purchase agreement or other business combination (including, without
                                         limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
                                         another Person or group of Persons whereby such other Person or group acquires more than
                                         50% of the outstanding shares of Common Stock (not including any shares of Common Stock
                                         held by the other Person or other Persons making or party to, or associated or affiliated
                                         with the other Persons making or party to, such stock or share purchase agreement or
                                         other business combination) (each a "Fundamental Transaction"), then, upon
                                         any subsequent exercise of this Warrant, the Holder shall have the right to receive,
                                         for each Warrant Share that would have been issuable upon such exercise immediately prior
                                         to the occurrence of such Fundamental Transaction, at the option of the Holder (without
                                         regard to any limitation in Section 2(e) on the exercise of this Warrant), the number
                                         of shares of Common Stock of the successor or acquiring corporation or of the Company,
                                         if it is the surviving corporation, and any additional consideration (the "Alternate
                                         Consideration") receivable as a result of such Fundamental Transaction by a holder
                                         of the number of shares of Common Stock for which this Warrant is exercisable immediately
                                         prior to such Fundamental Transaction (without regard to any limitation in Section l(e)
                                         on the exercise of this Warrant). For purposes of any such exercise, the determination
                                         of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
                                         based on the amount of Alternate Consideration issuable in respect of one share of Common
                                         Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price
                                         among the Alternate Consideration in a reasonable manner reflecting the relative
                                         value of any different components of the Alternate Consideration. If holders
                                         of Common Stock are given any choice as to the securities, cash or property to be received
                                         in a Fundamental Transaction, then the Holder shall be given the same choice as to the
                                         Alternate Consideration it receives upon any exercise of this Warrant following such
                                         Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a
                                         Fundamental Transaction, the Company or any Successor Entity (as defined below) shall,
                                         at the Holder's option, exercisable at any time concurrently with, or within 30 days
                                         after, the consummation of the Fundamental Transaction (or, if later, the date of the
                                         public announcement of the applicable Fundamental Transaction), purchase this Warrant
                                         from the Holder by paying to the Holder an amount of cash equal to the Black Scholes
                                         Value of the remaining unexercised portion of this Warrant on the date of the consummation
                                         of such Fundamental Transaction. "Black Scholes Value" means the value of this
                                         Warrant based on the Black and Scholes Option Pricing Model obtained from the "OV"
                                         function on Bloomberg, L.P. ("Bloomberg") determined as of the day of consummation
                                         of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free
                                         interest rate corresponding to the U.S. Treasury rate for a period equal to the time
                                         between the date of the public announcement of the applicable Fundamental Transaction
                                         and the Termination Date, (B) 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,
                                         (C) the underlying price per share used in such calculation shall be the greater of (i)
                                         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 and (ii) the greater
                                         of (x) the last VWAP immediately prior to the public announcement of such Fundamental
                                         Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental
                                         Transaction and (D) a remaining option time equal to the time between the date of the
                                         public announcement of the applicable Fundamental Transaction and the Termination Date.
                                         The payment of the Black Scholes Value will be made by wire transfer of immediately available
                                         funds within five Business Days of the Holder's election (or, if later, on the effective
                                         date of the 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
                                         and the other Transaction Documents in accordance with the provisions of this Section
                                         2(e) pursuant to written agreements in form and substance reasonably satisfactory to
                                         the Holder and approved by the Holder (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 Holder. 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 and the other Transaction Documents referring to the "Company"
                                         shall refer instead to the Successor Entity), and may exercise every right and power
                                         of the Company and shall assume all of the obligations of the Company under this Warrant
                                         and the other Transaction Documents with the same effect as if such Successor Entity
                                         had been named as the Company herein.



 






     


     


    

 



 


		e)	Calculations.
                                         All calculations under this Section 2 shall be made to the nearest cent or the nearest
                                         l /100th of a share, as the case may be. For purposes of this Section 2, the number of
                                         shares of Common Stock deemed to be issued and outstanding as of a given date shall be
                                         the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued
                                         and outstanding.



 





			g) Notice to Holder.




 


			i. Adjustment
                                         to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision
                                         of this Section 2, the Company shall promptly deliver to the Holder by facsimile or email
                                         a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
                                         to the number of Warrant Shares and setting forth a brief statement of the facts requiring
                                         such adjustment.



 


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



 






    


     


    

 


Section
3. Transfer of Warrant.


 


		a)	Transferability.
                                         Subject to compliance with any applicable securities laws and the conditions set forth
                                         in Section 2(d) hereof and to the provisions of Section 1.1 of the Purchase Agreement,
                                         this Warrant and all rights hereunder (including, without limitation, any registration
                                         rights) are transferable, in whole or in part, upon surrender of this Warrant at the
                                         principal office of the Company or its designated agent, together with a written assignment
                                         of this Warrant substantially in the form attached hereto duly executed by the Holder
                                         or its agent or attorney and funds sufficient to pay any transfer taxes payable upon
                                         the making of such transfer. Upon such surrender and, if required, such payment, the
                                         Company shall execute and deliver a new Warrant or Warrants in the name of the assignee
                                         or assignees, as applicable, and in the denomination or denominations specified in such
                                         instrument of assignment, and shall issue to the assignor a new Warrant evidencing the
                                         portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
                                         Notwithstanding anything herein to the contrary, the Holder shall not be required to
                                         physically surrender this Warrant to the Company unless the Holder has assigned this
                                         Warrant in full, in which case, the Holder shall surrender this Warrant to the Company
                                         within three (3) Trading Days of the date on which the Holder delivers an assignment
                                         form to the Company assigning this Warrant in full. The Warrant, if properly assigned
                                         in accordance herewith, may be exercised by a new holder for the purchase of Warrant
                                         Shares without having a new Warrant issued.



 


		b)	New Warrants. This Warrant may be divided or combined with other Warrants upon presentation
                                         hereof at the aforesaid office of the Company, together with a written notice specifying
                                         the names and denominations in which new Warrants are to be issued, signed by the Holder
                                         or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer
                                         which may be involved in such division or combination, the Company shall execute and
                                         deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
                                         or combined in accordance with such notice. All Warrants issued on transfers or exchanges
                                         shall be dated the Initial Exercise Date and shall be identical with this Warrant except
                                         as to the number of Warrant Shares issuable pursuant thereto.



 


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



 






    


     


    

 


		d)	Transfer
                                         Restrictions. If , at the time of the surrender of this Warrant in connection with
                                         any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered
                                         pursuant to an effective registration statement under the Securities Act and under applicable
                                         state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale
                                         restrictions or current public information requirements pursuant to Rule 144, the Company
                                         may require, as a condition of allowing such transfer, that the Holder or transferee of
                                         this Warrant, as the case may be, comply with the provisions of this the Purchase Agreement.



 


		e)	Representation
                                         by the Holder. The Holder, by the acceptance hereof, represents and warrants that
                                         it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant
                                         Shares issuable upon such exercise, for its own account and not with a view to or for
                                         distributing or reselling such Warrant Shares or any part thereof in violation of the
                                         Securities Act or any applicable state securities law, except pursuant to sales registered
                                         or exempted under the Securities Act.



 


Section
4. Miscellaneous.


 


		a)	No
                                         Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to
                                         any voting rights, dividends or other rights as a stockholder of the Company prior to
                                         the exercise.



 


		b)	Loss,
                                         Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt
                                         by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction
                                         or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
                                         and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory
                                         to it (which, in the case of the Warrant, shall not include the posting of any bond),
                                         and upon surrender and cancellation of such Warrant or stock certificate, if mutilated,
                                         the Company will make and deliver a new Warrant or stock certificate of like tenor and
                                         dated as of such cancellation, in lieu of such Warrant or stock certificate.



 


		c)	Saturdays,
                                         Sundays, Holidavs, etc. If the last or appointed day for the taking of any action
                                         or the expiration of any right required or granted herein shall not be a Business Day,
                                         then, such action may be taken, or such right may be exercised on the next succeeding
                                         Business Day.



 






    


     


    

 


		d)	Authorized
                                         Shares.



 


			The
                                         Company covenants that, during the period the Warrant is outstanding, it will reserve
                                         from its authorized and unissued Common Stock a sufficient number of shares to provide
                                         for the issuance of the Warrant Shares upon the exercise of any purchase rights under
                                         this Warrant. The Company further covenants that its issuance of this Warrant shall constitute
                                         full authority to its officers who are charged with the duty of issuing the necessary
                                         Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company
                                         will take all such reasonable action as may be necessary to assure that such Warrant
                                         Shares may be issued as provided herein without violation of any applicable law or regulation,
                                         or of any requirements of the Trading Market upon which the Common Stock may be listed.
                                         The Company covenants that all Warrant Shares which may be issued upon the exercise of
                                         the purchase rights represented by this Warrant will, upon exercise of the purchase rights
                                         represented by this Warrant and payment for such Warrant Shares in accordance herewith,
                                         be duly authorized, validly issued, fully paid and nonassessable and free from all taxes,
                                         liens and charges created by the Company in respect of the issue thereof (other than
                                         taxes in respect of any transfer occurring contemporaneously with such issue).



 


			Except
                                         and to the extent as waived or consented to by the Holder, the Company shall not by any
                                         action, including, without limitation, amending its certificate of incorporation or through
                                         any reorganization, transfer of assets, consolidation, merger, dissolution, issue or
                                         sale of securities or any other voluntary action, avoid or seek to avoid the observance or
                                         performance of any of the terms of this Warrant, but will at all times in good faith
                                         assist in the carrying out of all such terms and in the taking of all such actions as
                                         may be necessary or appropriate to protect the rights of Holder as set forth in this
                                         Warrant against impairment. Without limiting the generality of the foregoing, the Company
                                         will (i) not increase the par value of any Warrant Shares above the amount payable therefor
                                         upon such exercise immediately prior to such increase in par value, (ii) take all such
                                         action as may be necessary or appropriate in order that the Company may validly and legally
                                         issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and
                                         (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
                                         or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
                                         to enable the Company to perform its obligations under this Warrant.



 


			Before
                                                                                                                                                                      taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable
                                                                                                                                                                      or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may
                                                                                                                                                                      be necessary from any public regulatory body or bodies having jurisdiction thereof.



 


		e)	Jurisdiction.
                                         All questions concerning the construction, validity, enforcement and interpretation of
                                         this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.



 


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



 






    


     


    

 



 


g)  Non
waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder's rights, powers or remedies. Without limiting any other provision
of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to
cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 


h)  Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.


 


i)
   Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise
this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise
to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.


 




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


 




k)  Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of Warrant Shares.


 


1)
   Amendment. This Warrant may be modified or amended, or the provisions hereof waived with the written consent of the Company
and the Holder.


 




m)  Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 






     


     


    

 


n)    Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.





 


********************


(Signature Page Follows)


 






     


     


    

 


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


 





	 	EDISON NATION, INC.
	 	 
	 	By:	/s/ Chris Ferguson                 
	 	Name:  	Chris Ferguson
	 	Title:	Chief Executive Officer







 









 






    


     


    

 


[PURCHASER SIGNATURE PAGE TO EDISON NATION INC.]


 


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


 





	Name of Purchaser : 32 Entertainment LLC	 
	 	 
	Signature of Authorized Signatory of Purchaser:	/s/ Robert Wolf 
	 	 
	Name of Authorized Signatory: Robert Wolf	 
	 	 
	Title of Authorized Signatory: Founder	 
	 	 
	Email Address of Authorized Signatory: rwolf@32advisors.com	 
	 	 
	Facsimile Number of Authorized Signatory: N/A	 
	 	 
	Address for Notice to Purchaser: 9 Westerleigh Rd, Purchase, NY 10577	 
	 	 







  


Warrant Shares: 50,000


 


EIN Number: 27-0936017





 






    


     


    

 


NOTICE
OF EXERCISE


 


To: Edison Nation, Inc.


 


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



 


		(2) Payment shall take the form of (check applicable box): 



 


[] in lawful money of the United States;
                                         or


 


[
] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
subsection l (c), to exercise this Warrant with respect to the maximum number of Warrant shares purchasable pursuant to the
cashless exercise procedure set forth in subsection 1(c).


 


		(3) Please issue said Warrant Shares in the name of the undersigned
                                                                or in such other name as is specified below:



 


                                                    


 


 


The Warrant Shares shall be delivered to the
following DWAC Account Number:


 


                                                      


 


                                                       


 


                                                          


 


		(4)
                                         Accredited Investor. The undersigned is an "accredited investor" as defined
                                         in Regulation D promulgated under the Securities Act of 1933, as amended.



 


 


	 	[SIGNATURE OF HOLDER]	 
	 	 	 
	 	Name of Investing Entity:	 	 
	 	 	 
	 	Signature of Authorized Signatory of Investing Entity:	 
	 	 	 
	 	Name of Authorized Signatory:	 
	 	 	 
	 	Title of Authorized Signatory:	 
	 	 	 
	 	 	 



 


Date: