Exhibit
4.14


 





THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR
BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION
OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF one hundred and eighty (180) days IMMEDIATELY
FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT
NO.: 333-232931 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(g)(2).


 


COMMON
STOCK PURCHASE WARRANT 


 


DELMAR
PHARMACEUTICALS, INC.


 


	 

        Warrant
        Shares: [_____]
	Initial
    Exercise Date: [_____], 2020
	 	Issue
    Date: [_____], 2019


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date that is 180 days from the effective date (“Effective Date”) of the Registration Statement
as defined below (the “Initial Exercise Date”) and on or prior to the close of business on [  ],
20221 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DelMar Pharmaceuticals,
Inc., a Nevada corporation (the “Company”), up to [_____] 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 2(b).


 


Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms shall have the meanings
indicated in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“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. (“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 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 Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 





 











1
Third anniversary of the Effective Date.


 






     


     


    

 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Registration
Statement” means the Company’s registration statement on Form S-1, as amended (File No. 333-232931).


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market
or the New York Stock Exchange (or any successors to any of the foregoing).


 


“Transfer
Agent” means Mountain Share Transfer, LLC, with offices located at 2030 Powers Ferry Rd. SE, Suite 212, Atlanta, GA
30339 and any successor transfer agent of 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 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 holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.


 


“Warrants”
means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.


 






    2


     


    

 


Section
2. Exercise.


 


a)
Exercise of Warrant. Subject to the provisions of Section 2(e) herein, 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 Initial Exercise 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 (the “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 2(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 2(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 three (3) 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. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase
of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time
may be less than the amount stated on the face hereof.


 


For
the avoidance of doubt, there is no circumstance that would require the Company to net cash settle the Warrants.


 


For
the avoidance of doubt, and without limiting the rights of a Holder to utilize a cashless exercise pursuant to Section 2(c) and
receive unregistered shares, at any time during which there is no effective registration statement for the issuance or resale
of the Warrant Shares, the Company may settle a cash exercise of the Warrant with unregistered common stock.


 


b)
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $[_____], which is
115% of the price of the Common Stock sold under the Registration Statement, subject to adjustment hereunder (the “Exercise
Price”).


 


c)
Cashless Exercise. If at any time after the six-month anniversary of the Effective Date, there is no effective registration
statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares to the Holder,
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 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;


 






    3


     


    

 


(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 registered characteristics of the Warrants being exercised. The Company
agrees not to take any position contrary to this Section 2(c).


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise
pursuant to this Section 2(c).


 


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 Holder, or (B) if there is no effective registration statement and the Warrant is
exercised via cashless exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate
of the Company, such Warrant Shares are delivered to Holder’s broker, and the Company receives a statement from Holder’s
broker that it has received instructions to sell the Warrant Shares or that it would take responsibility that the sales of the
Warrant Shares will only be made if the Warrant Shares are eligible to be sold under Rule 144, 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”); 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 the 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.


 






    4


     


    

 


iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(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.


 






    5


     


    

 


e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not
have the right to exercise any portion of this Warrant, pursuant to Section 2 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, non-exercised 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 non-converted 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 2(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 2(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 2(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% (or,
upon election by the Holder prior to the issuance of any Warrants, 9.99%) 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.


 






    6


     


    

 


f)
Right of Redemption . Subject to the provisions of Section 2(e) and this Section 2(f), if, at any time at least one (1)
year after the Initial Exercise Date, (i) the closing price of the Common Stock for each of 10 consecutive Trading Days (the “
Measurement Period ”), which 10 consecutive Trading Day period shall not have commenced until one (1) year after
the Initial Exercise Date), exceeds $[  ]2 (subject to adjustment for forward and reverse stock splits, recapitalizations,
stock dividends and the like after the Initial Exercise Date), (ii) on each Trading Day during the measurement Period, the dollar
trading volume for each Trading Day during such period exceeds $250,000 per Trading Day, and (iii) the Holder is not in possession
of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any
of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, then the Company may, at its option
and in its sole discretion, redeem not less than all of the outstanding Warrants for which a Notice of Exercise has not yet been
delivered (such right, a “ Redemption Right ”) for consideration equal to $0.001 per Warrant (subject to adjustment
for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise Date, the “
Redemption Price ”). For the avoidance of any doubt, to the extent that the Company determines to exercise its Redemption
Right pursuant to this Section 2(f), the Company shall be required to exercise its Redemption Right with respect to all of the
other Warrants issued by the Company pursuant to the Registration Statement. To exercise the Redemption Right, the Company must
deliver to all of the Holders an irrevocable written notice (a “Redemption Notice”) indicating therein the
Company’s election to redeem all of the Warrants and setting forth a date for the redemption of such Warrants, which date
shall be at least thirty (30) days after the date of the Redemption Notice (the “ Redemption Date ”). The Redemption
Notice shall be mailed by first class mail, postage prepaid, by the Company to the Holders of the Warrants at their last addresses
as they shall appear on the Warrant Register. Any Redemption Notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given on the date sent whether or not the Holder received such notice. The Warrants may be exercised
in accordance with the terms herein at any time after the Redemption Notice shall have been given by the Company pursuant to this
Section 2(f) hereof and prior to the Redemption Date. In furtherance thereof, the Company covenants and agrees that it will honor
all Notices of Exercise with respect to Warrant Shares subject to a Redemption Notice that are tendered through 6:30 p.m. (New
York City time) on the Redemption Date. Following the Redemption Date, the Holders of the Warrants shall have no further rights
except to receive the Redemption Price upon surrender of the Warrants. Notwithstanding anything to the contrary set forth in this
Warrant, the Company may not deliver a Redemption Notice or require the redemption of this Warrant (and any such Redemption Notice
shall be void), unless, from the beginning of the Measurement Period through the Redemption Date, (1) the Company shall have honored
in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Redemption
Date, (2) a registration statement shall be effective as to all Warrant Shares and the prospectus and all relevant amendments
and supplements thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3) the Common
Stock shall be listed or quoted for trading on the Trading Market, (4) there is a sufficient number of authorized shares of Common
Stock for issuance of all Warrant Shares, and (5) the issuance of all Warrant Shares subject to a Redemption Notice shall not
cause a breach of any provision of Section 2(e) herein.


 


Section
3. Certain Adjustments.


 


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.


 









2
Insert the exercise price of the investor warrants multiplied by three.


 






    7


     


    

 


b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(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).


 


c)
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 all holders of shares of Common Stock, by way of return
of capital or otherwise, other than cash, (including, without limitation, any distribution of 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 and to the extent
permitted by FINRA Rule 5110(f)(2)(G), 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).


 


d)
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, merger 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 the Holder shall have the right to exercise the Warrant concurrent with the closing of the Fundamental Transaction and receive
the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such
Fundamental Transaction if it had been, immediately prior to the occurrence of such Fundamental Transaction, the holder of the
number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). 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. At the
Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the
Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the
Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any
agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving
entity to comply with the provisions of this Section 3(d) and insuring that the Warrant (or any such replacement security) will
be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. For the avoidance of doubt, except
as expressly set forth in this Section 3(d), in no event does this agreement result in the Company having an obligation to issue
cash or other assets to the holder.


 






    8


     


    

 


e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 3, 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.


 


f)
Notice to Holder.


 


i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the
Company shall promptly deliver to the Holder by facsimile or e-mail 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 e-mail 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 its 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.


 






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Section
4. Transfer of Warrant.


 


a)
Transferability. 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. Consistent with FINRA Rule 5110(g)(1), neither this Warrant nor any Warrant Shares issued upon exercise of
this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative,
put, or call transaction that would result in the effective economic disposition of the securities by any person for a period
of 180 days immediately following the Effective Date, except:


 


(i)
the transfer of any security by operation of law or by reason of reorganization of the Company;


 


(ii)
the transfer of any security to any FINRA member firm participating in the offering and the officers or partners thereof, if all
securities so transferred remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period;
or


 


(iii)
the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section
4(a) for the remainder of the time period.


 


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 4(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 issuance date of this Warrant 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.


 






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Section
5. Registration Rights.


 


	 	a)	Demand
    Registration.
	 	 	 
	 	i.	Grant
    of Right. If at any time prior to the Termination Date, the Registration Statement is no longer effective, the Company,
    upon written demand (the “Demand Notice”) of the Holder, agrees to register, (the “Demand Registration”)
    under the Securities Act all or any portion of the Warrant Shares requested by the Holder in the Demand Notice (the “Registrable
    Securities”). Pursuant to the request, the Company will file a registration statement covering the Registrable Securities
    within 60 days after receipt of the Demand Notice and use its reasonable best efforts to have such registration statement
    declared effective as soon as possible thereafter. The demand for registration may be made on one occasion while Holder holds
    any of the Warrant Shares. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant
    to this Section 5 a): (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out
    Period; (C) if the aggregate offering price of the Registrable Securities to be offered is less than $250,000, unless the
    Registrable Securities to be offered constitute all of the then-outstanding Registrable Securities; or (D) within 180 days
    after the effective date of a prior registration in respect of the Common Stock, including the Demand Registration (or, in
    the event that the Holder was prevented from including any Registrable Securities requested to be included in a Piggyback
    Registration pursuant to Section 5(b), within 90 days after the effective date of such prior registration in respect of the
    Common Stock). For purposes of this agreement, a “Scheduled Black-Out Period” shall means the periods from and
    including the day that is ten days prior to the last day of a fiscal quarter of the Company to and including the day that
    is two days after the day on which the Company publicly releases its earnings for such fiscal quarter. The Demand Notice shall
    specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof.
    The Company will notify all holders of the Warrant Shares of the demand within ten days from the date of the receipt of any
    such Demand Notice. Each holder of the Warrant Shares who wishes to include all or a portion of such holder’s Warrant
    Shares in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding
    Holder”) shall so notify the Company within 15 days after the receipt by the holder of the notice from the Company.
    Upon any such request, the Demanding Holders shall be entitled to have their Warrant Shares included in the Demand Registration.
    
	 	 	 
	 	ii.	Effective
    Registration. A registration will not count as a Demand Registration until the registration statement filed with the Commission
    with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations
    under this Warrant with respect thereto.
	 	 	 
	 	iii.	Expenses.
    The Company shall bear all fees and expenses attendant to one demand registration of the Registrable Securities and the Holder
    shall bear all fees and expenses attendant to an additional demand registration. 
	 	 	 
	 	iv.	Notwithstanding
    the foregoing, if the Board of Directors of the Company determines in its good faith judgment that the filing of a registration
    statement in connection with a Demand Registration (i) would be seriously detrimental to the Company in that such registration
    would interfere with a material corporate transaction or (ii) would require the disclosure of material non-public information
    concerning the Company that at the time is not, in the good faith judgment of the Board of Directors, in the best interests
    of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed,
    then the Company shall have the right to defer such filing for the period during which such registration would be seriously
    detrimental under clause (i) or would require such disclosure under clause (ii); provided, however, that (x) the Company may
    not defer such filing for a period of more than 90 days after receipt of the demand by the Holder and (y) the Company shall
    not exercise its right to defer a Demand Registration more than once in any 12-month period. The Company shall give written
    notice of its determination to the Holder to defer the filing and of the fact that the purpose for such deferral no longer
    exists, in each case, promptly after the occurrence thereof.



 






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	 	b)	Piggy-Back
    Registration.
	 	 	 
	 	i.	Piggy-Back
    Rights. If at any time during the three year period after the consummation of the offering, and the Registration Statement
    is no longer effective, the Company proposes to file a registration statement under the Securities Act with respect to an
    offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity
    securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and
    by shareholders of the Company including, without limitation, pursuant to Section 5(a)), other than a registration statement
    (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities
    solely to the Company’s existing shareholders, or (iii) for a dividend reinvestment plan, then the Company shall (x)
    give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event
    less than ten days before the anticipated filing date, which notice shall describe the amount and type of securities to be
    included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters,
    if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register
    the sale of such number of Warrant Shares held by such holder (the “Piggy-Back Registrable Securities”), as such
    holders may request in writing within five days following receipt of such notice (a “Piggy-Back Registration”).
    The Company shall cause such Piggy-Back Registrable Securities to be included in such registration and shall use its commercially
    reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Piggy-Back
    Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar
    securities of the Company and to permit the sale or other disposition of such Piggy-Back Registrable Securities in accordance
    with the intended method(s) of distribution thereof. All holders of Piggy-Back Registrable Securities proposing to distribute
    their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting
    agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.
	 	 	 
	 	ii.	Reduction
    of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering
    advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common
    Stock which the Company desires to sell, taken together with Common Stock, if any, as to which registration has been requested
    pursuant to written contractual arrangements with persons other than the holders of Piggy-Back Registrable Securities hereunder,
    the Piggy-Back Registrable Securities as to which registration has been requested under this Section 5(b), and the Common
    Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights
    of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in such
    offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
    of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number
    of Shares”), then the Company shall include in any such registration:
	 	 	 
	 		(x)
    If the registration is undertaken for the Company’s account: (A) first, the Common Stock or other securities that the
    Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (B) second, subject to the requirements
    of registration rights granted by the Company prior to the date hereof, to the extent that the Maximum Number of Shares has
    not been reached under the foregoing clause (A), up to the amount of shares of Common Stock or other securities that can be
    sold without exceeding the Maximum Number of Shares, on a pro rata basis, from (i) Piggy-Back Registrable Securities as to
    which registration has been requested and (ii) the Common Stock or other securities for the account of other persons that
    the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons;



 






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	 		(y)
    If the registration is a Demand Registration undertaken at the demand of holders of Registrable Securities, subject to the
    requirements of registration rights granted by the Company prior to the date hereof, (A) first, the Common Stock or other
    securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second,
    to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Common Stock or other
    securities comprised of Piggy-Back Registrable Securities, pro rata, as to which registration has been requested pursuant
    to the terms hereof that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the
    Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Common Stock or other securities
    for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with
    such persons, that can be sold without exceeding the Maximum Number of Shares.
	 	 	 
	 	iii.	Withdrawal.
    Any holder of Piggy-Back Registrable Securities may elect to withdraw such holder’s request for inclusion of such Piggy-Back
    Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw
    prior to the effectiveness of the registration statement. The Company (whether on its own determination or as the result of
    a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement
    at any time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall
    pay all expenses incurred by the holders of Piggy-Back Registrable Securities in connection with such Piggy-Back Registration
    as provided in Section 5(b)(iv).
	 	 	 
	 	iv.	Terms.
    The Company shall bear all fees and expenses attendant to registering the Piggy-Back Registrable Securities, including the
    expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Piggy-Back Registrable
    Securities but the Holders shall pay any and all underwriting commissions related to the Piggy-Back Registrable Securities.
    In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Piggy-Back Registrable
    Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement.
    Such notice to the Holders shall continue to be given for each applicable registration statement filed (during the period
    in which the Warrant is exercisable) by the Company until such time as all of the Piggy-Back Registrable Securities have been
    registered and sold. The Holders of the Piggy-Back Registrable Securities shall exercise the “piggy-back” rights
    provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention
    to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback”
    rights to remain effective for at least nine (9) months from the date that the Holders of the Piggy-Back Registrable Securities
    are first given the opportunity to sell all of such securities.


 






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c)
General Terms. These additional terms shall relate to registration under Sections 5(a) above:


 


i.
Indemnification.


 


(w)
The Company shall, to the fullest extent permitted by applicable law, indemnify the Holder(s) of the Registrable Securities to
be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning
of Section 15 of the Act or Section 20(a) of the Exchange Act against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against litigation,
commenced or threatened, or any claim whatsoever whether arising out of any action between the underwriter and the Company or
between the underwriter and any third party or otherwise) to which any of them may become subject under the Act, the Exchange
Act or otherwise, arising from such registration statement; provided, however, that, with respect to any Holder of Registrable
Securities, this indemnity shall not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for use in the registration statement (or any amendment thereto), or any preliminary
prospectus or the prospectus (or any amendment or supplement thereto).


 


(x)
The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns,
shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense
or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing
or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion
in such registration statement(or any amendment thereto), or any preliminary prospectus or the prospectus (or any amendment or
supplement thereto).


 


(y)
Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve the indemnifying party from
any liability it may have under this Warrant, except to the extent that the indemnifying party is prejudiced thereby. If it so
elects, after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice,
may assume the defense of such action with counsel chosen by it; provided, however, that the indemnified party shall be entitled
to participate in (but not control) the defense of such action with counsel chosen by it, the reasonable fees and expenses of
which shall be paid by such indemnified party, unless a conflict would arise if one counsel were to represent both the indemnified
party and the indemnifying party, in which case the reasonable fees and expenses of counsel to the indemnified party shall be
paid by the indemnifying party or parties. In no event shall the indemnifying party or parties be liable for a settlement of an
action with respect to which they have assumed the defense if such settlement is effected without the written consent of such
indemnifying party, or for the reasonable fees and expenses of more than one counsel for (i) the Company, its officers, directors
and controlling persons as a group, and (ii) the selling Holders and their controlling persons as a group, in each case, in connection
with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations
or circumstances; provided, however, that if, in the reasonable judgment of an indemnified party, a conflict of interest may exist
between such indemnified party and the Company or any other of such indemnified parties with respect to such claim, the indemnifying
party shall be obligated to pay the reasonable fees and expenses of such additional counsel.


 


(z)
If the indemnification provided for in or pursuant to Section 5(b)(i) is due in accordance with the terms hereof, but held by
a court of competent jurisdiction to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute
to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in
such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or
expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand
and of the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied
by the indemnifying party or by the indemnified party, and by such party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 






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ii.
Documents Delivered to Holders. The Company shall furnish the initial Holder a signed counterpart, addressed to the initial
Holder, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (or, if such registration
includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto),
and (ii) if such registration statement is filed in connection of an underwritten public offering, a “cold comfort”
letter dated the effective date of such registration statement (or, if such registration includes an underwritten public offering,
a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have
issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of
issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.





 


iii.
Supplemental Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event
as a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of
a supplemental or amended prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the expense
of the Company) or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file
copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt
of such notice. Immediately after discovering of such an event which causes the prospectus included in the registration statement,
as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then existing, the Company shall prepare
and file, as soon as practicable, a supplement or amendment to the prospectus so that such registration statement does not include
any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing and distribute such supplement or amendment to each
Holder.


 


Section
6. 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 hereof as set forth in Section 2(d)(i), except as expressly set forth
in Section 3.


 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence an
affidavit of loss reasonably satisfactory to it of the Company evidencing 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, Holidays, 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.


 






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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)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York. Each party 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 improper or is an inconvenient venue for such proceeding. Each party 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 via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action,
suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing
in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the federal securities
laws.


 






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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)
Nonwaiver 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, 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 and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally
recognized overnight courier service, addressed to the Company, at Suite 720-999 West Broadway, Vancouver, British Columbia, Canada
V5Z 1K5, Attention: Secretary; e-mail address: spraill@delmarpharma.com, or such other facsimile number, email address or address
as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries
to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally
recognized overnight courier service addressed to each Holder at the facsimile number, e- mail address or address of such Holder
appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
or e-mail attachment at the email address set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or e-mail attachment at the e-mail address as set forth on the signature pages attached
hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual
receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file
such notice with the Commission pursuant to a Current Report on Form 8-K. 


 


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.


 


l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder or the beneficial owner of this Warrant.


 


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)


 




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


  


	 	delmar
                                         pharmaceuticals, inc. 



	 	 
	 	By:	                                                 
	 	

        

        
	Name:

                           Title:




 

 




    18


     


    

 


NOTICE
OF EXERCISE


 


To:
delmar pharmaceuticals, inc.


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only required 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
2(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 2(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:


 


_______________________________


 


_______________________________


 


_______________________________


  


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ________________________________________________________________________


Signature
of Authorized Signatory of Investing Entity: _________________________________________________


Name
of Authorized Signatory: ___________________________________________________________________


Title
of Authorized Signatory: ____________________________________________________________________


Date:
________________________________________________________________________________________





 




    19


     


    

  


EXHIBIT
B


  


ASSIGNMENT
FORM


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


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


 


	Name:	 
	 	(Please
    Print)
	 	 
	Address:	 
	 

         

        Phone
        Number:

         

        Email
        Address:

         
	(Please
        Print)

         

        ______________________________________

         

        ______________________________________

         

	Dated:
    _______________ __, ______	 
	 	 
	Holder’s
    Signature: ___________________________	 
	 	 
	Holder’s
    Address:  ___________________________	 


 


 


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