Exhibit
4.4


 


 


 


 


 


 


 


 


 


 


 





 


 











 


DELMAR
PHARMACEUTICALS, INC


 


and


 


MOUNTAIN
SHARE Transfer, LLC, as


Warrant
Agent


 





 






 




Warrant
Agency Agreement


 


Dated
as of August 14, 2019


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 



     


    

 


WARRANT
AGENCY AGREEMENT, dated as of August 14, 2019 (“Agreement”), between DelMar Pharmaceuticals, Inc.,
a corporation organized under the laws of the State of Nevada (the “Company”), and Mountain Share Transfer,
LLC (the “Warrant Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to a registered offering by the Company (the “Offering”) of up to 6,750,000 shares of common
stock, par value $0.001 per share (the “Common Stock”) of the Company (or up to 6,750,000 Pre-Funded
Warrants to purchase shares of Common Stock for any purchaser who, as a result of purchasing securities in this Offering, would,
together with its affiliates and other related parties, beneficially own more than 4.99% of our outstanding Common Stock immediately
following the consummation of the Offering) (the “Pre-Funded Warrants”) and up to 6,750,000 Warrants
(the “Warrants”) to purchase 6,750,000 shares of Common Stock (the “Warrant Shares”)
at a price of $1.00 per share; and


 


WHEREAS,
the Company granted an over-allotment option to purchase up to fifteen percent (15%) of the aggregate number of Shares and/or
Warrants sold, including Warrants to purchase an additional 1,012,500 shares of Common Stock to the Underwriters; and


 


WHEREAS,
upon the terms and subject to the conditions hereinafter set forth and pursuant to an effective registration statement on
Form S-1, as amended (File No. 333-232931) (the “Registration Statement”), and the terms and conditions
of the Warrant Certificate, the Company wishes to issue the Warrants in book entry form entitling the respective holders of the
Warrants (the “Holders,” which term shall include a Holder’s transferees, successors and assigns
and “Holder” shall include, if the Warrants are held in “street name,” a Participant (as defined below)
or a designee appointed by such Participant); and


 


WHEREAS,
the shares of Common Stock (or Pre-Funded Warrants) and Warrants to be issued in connection with the Offering shall be issued
separately, but will be purchased together in the Offering; and


 


WHEREAS,
the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection
with the issuance, registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s
capacity as the Company’s transfer agent, the delivery of the Warrant Shares (as defined below).


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 






    	-2-



     


    

 


Section
1. Certain Definitions. For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings hereby
indicated:


 


	 	(a)	“Affiliate”
    has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange
    Act”).
	 	 	 
	 	(b)	“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 the Nasdaq Stock Market is authorized or required by law or other governmental action to close.
	 	 	 
	 	(c)	“Close
    of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however,
    that if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.
	 	 	 
	 	(d)	“Person”
    means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated
    organization, government or political subdivision thereof or governmental agency or other entity.
	 	 	 
	 	(e)	“Warrant
    Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing
    such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate
    in this Agreement shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below).


 


All
other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section
2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Warrant Agent hereby accepts such appointment.


 


Section
3. Global Warrants. 


 


	 	(a)	The
    Warrants shall be registered securities and shall be evidenced by a global warrant (the “Global Warrants”),
    in the form of the Warrant Certificate, which shall be deposited with the Warrant Agent and registered in the name of Cede
    & Co., a nominee of The Depository Trust Company (the “Depositary”), or as otherwise directed by the
    Depositary. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall
    be effected through, records maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions
    that have accounts with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”).
	 	 	 
	 	(b)	If
    the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
    the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible
    for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written
    instructions to the Depositary to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall
    instruct the Warrant Agent to deliver to each Holder a Warrant Certificate.



 






    	-3-



     


    

 


	 	(c)  	A
    Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant
    Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some
    or all of such Holder’s Global Warrants for a separate certificate in the form attached hereto as Exhibit 1 (such
    separate certificate, a “Definitive Certificate”) evidencing the same number of Warrants, which request
    shall be in the form attached hereto as Exhibit 2 (a “Warrant Certificate Request Notice” and the
    date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
    Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of
    Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect
    the Warrant Exchange and shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants
    in the name set forth in the Warrant Certificate Request Notice.  Such Definitive Certificate shall be dated the
    original issue date of the Warrants, shall be manually executed by an authorized signatory of the Company, shall be in the
    form attached hereto as Exhibit 1 and shall be reasonably acceptable in all respects to such Holder.  In
    connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive
    Certificate to the Holder within ten (10) Business Days of the Warrant Certificate Request Notice pursuant to the delivery
    instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”).  If
    the Company fails for any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request
    Notice by the Warrant Certificate 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 evidenced by such Definitive Certificate (based on the VWAP (as defined in
    the Warrants) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business
    Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such
    Warrant Certificate, the Holder rescinds such Warrant Exchange.  The Company covenants and agrees that, upon the
    date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive
    Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for
    all purposes to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms
    of this Agreement, other than Sections 3(c), 3(d) and 9 herein, shall not apply to the Warrants evidenced by the Definitive
    Certificate.  Notwithstanding anything herein to the contrary, the Company shall act as warrant agent with respect
    to any Definitive Certificate requested and issued pursuant to this section.  Notwithstanding anything to the contrary
    contained in this Agreement, in the event of inconsistency between any provision in this Agreement and any provision in a
    Definitive Certificate, as it may from time to time be amended, the terms of such Definitive Certificate shall control.
	 	 	 
	 	(d)	A
    Holder of a Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from
    time to time a Global Warrants Exchange (as defined below) pursuant to a Global Warrants Request Notice (as defined below).
    Upon written notice by a Holder to the Company for the exchange of some or all of such Holder’s Warrants evidenced by
    a Definitive Certificate for a beneficial interest in Global Warrants held in book-entry form through the Depositary evidencing
    the same number of Warrants, which request shall be in the form attached hereto as Exhibit 3 (a “Global Warrants
    Request Notice” and the date of delivery of such Global Warrants Request Notice by the Holder, the “Global
    Warrants Request Notice Date” and the surrender upon delivery by the Holder of the Warrants evidenced by Definitive
    Certificates for the same number of Warrants evidenced by a beneficial interest in Global Warrants held in book-entry form
    through the Depositary, a “Global Warrants Exchange”), the Company shall promptly effect the Global Warrants
    Exchange and shall promptly direct the Warrant Agent to issue and deliver to the Holder Global Warrants for such number of
    Warrants in the Global Warrants Request Notice, which beneficial interest in such Global Warrants shall be delivered by the
    Depositary’s Deposit or Withdrawal at Custodian system to the Holder pursuant to the instructions in the Global Warrants
    Request Notice.  In connection with a Global Warrants Exchange, the Company shall direct the Warrant Agent to deliver
    the beneficial interest in such Global Warrants to the Holder within ten (10) Business Days of the Global Warrants Request
    Notice pursuant to the delivery instructions in the Global Warrant Request Notice (“Global Warrants Delivery Date”).  If
    the Company fails for any reason to deliver to the Holder Global Warrants subject to the Global Warrants Request Notice by
    the Global Warrants 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 evidenced by such Global Warrants (based on the VWAP (as defined in the Warrants) of the
    Common Stock on the Global Warrants Request Notice Date), $10 per Business Day for each Business Day after such Global Warrants
    Delivery Date until such Global Warrants are delivered or, prior to delivery of such Global Warrants, the Holder rescinds
    such Global Warrants Exchange.  The Company covenants and agrees that, upon the date of delivery of the Global Warrants
    Request Notice, the Holder shall be deemed to be the beneficial holder of such Global Warrants.


 






    	-4-



     


    

 


Section
4. Form of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Notice
of Exercise”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit
1 hereto.


 


Section
5. Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief
Executive Officer, Chief Financial Officer or Vice President, by facsimile signature. The Warrant Certificates shall be countersigned
by the Warrant Agent by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer
of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature
by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by
the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate
had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer.


 


The
Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration
and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders
of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of
each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.


 


Section
6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.
With respect to the Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first
paragraph of Section 6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions the
Company may give to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business
on the Termination Date (as such term is defined in the Warrant Certificate), any Warrant Certificate or Warrant Certificates
or Global Warrant or Global Warrants may be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates or Global Warrant or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as
the Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants surrendered then entitled such Holder to
purchase. Any Holder desiring to transfer, split up, combine or exchange any Warrant Certificate or Global Warrant shall make
such request in writing delivered to the Warrant Agent, and shall surrender the Warrant Certificate or Warrant Certificates to
be transferred, split up, combined or exchanged at the principal office of the Warrant Agent, provided that no such surrender
is applicable to the Holder of a Global Warrant. Any requested transfer of Warrants, whether in book-entry form or certificate
form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant
Agent. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver
to the Person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company
may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer, split up, combination or exchange of Warrant Certificates. The Company shall compensate the Warrant Agent per
the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof.


 


Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant
Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion
thereof remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount (but shall not include
the posting of any bond by the Holder), and satisfaction of any other reasonable requirements established by Section 8-405 of
the Uniform Commercial Code as in effect in the State of Delaware, and reimbursement to the Company and the Warrant Agent of all
reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if
mutilated, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the
Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 






    	-5-



     


    

 


Section
7. Exercise of Warrants; Exercise Price; Termination Date. 


 


	 	(a)	The
    Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall
    terminate and become void as set forth in the Warrant Certificate.  Subject to the foregoing and to Section 7(b)
    below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if
    required, with the executed Notice of Exercise and payment of the Exercise Price, which may be made, at the option of the
    Holder, by wire transfer or by certified or official bank check in United States dollars, to the Warrant Agent at the principal
    office of the Warrant Agent or to the office of one of its agents as may be designated by the Warrant Agent from time to time.
    In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Notice of Exercise and the payment of
    the Exercise Price as described herein. Notwithstanding any other provision in this Agreement, a holder whose interest in
    a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established
    clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other
    clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect
    exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges
    that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will
    be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent
    risk and for its benefit of funds held in those accounts from time to time.  Neither the Company nor the Holders
    will receive interest on any deposits or Exercise Price.  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. The
    Company hereby acknowledges and agrees that, with respect to a holder whose interest in a Global Warrant is a beneficial interest
    in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing
    similar functions), upon delivery of irrevocable instructions to such holder’s Participant to exercise such warrants,
    that solely for purposes of Regulation SHO that such holder shall be deemed to have exercised such warrants.
	 	 	 
	 	(b)	Upon
    receipt of a Notice of Exercise for a Cashless Exercise the Company will promptly calculate and transmit to the Warrant Agent
    the number of Warrant Shares issuable in connection with such Cashless Exercise and deliver a copy of the Notice of Exercise
    to the Warrant Agent, which shall issue such number of Warrant Shares in connection with such Cashless Exercise.
	 	 	 
	 	(c)	Upon
    the exercise of the Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall
    cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the
    Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder,
    no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then
    a participant in the DWAC system of the Depositary 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) the Warrant is being exercised via
    Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting
    the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company
    becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such
    obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary
    in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent
    of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s
    Warrant as set forth in Section 7(a) hereof by the Warrant Share Delivery Date, the Warrant Agent will not obligated to deliver
    such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery
    Date shall be deemed extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.
	 	 	 
	 	(d)	The
    Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the
    Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing)
    and shall advise the Company via email at the end of each day on which notices of exercise are received or funds for the exercise
    of any Warrant are received of the amount so deposited to its account.


 


Section
8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the
Warrant Agent for cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant
Certificate shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other
Warrant Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver
all canceled Warrant Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Warrant
Certificates, and in such case shall deliver a certificate of destruction thereof to the Company, subject to any applicable law,
rule or regulation requiring the Warrant Agent to retain such canceled certificates.


 






    	-6-



     


    

 


Section
9. Certain Representations; Reservation and Availability of Shares of Common Stock or Cash.


 


	 	(a)	This
    Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery
    hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company
    in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming
    due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration
    Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with
    their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency,
    reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general
    equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
	 	 	 
	 	(b)	As
    of the date hereof, the authorized capital stock of the Company consists of (i) 95,000,000 shares of Common Stock, of which
    approximately 3,838,483 shares of Common Stock are issued and outstanding as of August 8, 2019, 288,183 shares of Common Stock
    are issuable upon the exercise of stock options, 1,543,596 shares of Common Stock are issuable upon the exercise of outstanding
    warrants, 491,817 shares of Common Stock reserved for future issuance under our 2017 Omnibus Equity Incentive Plan, 7,813
    shares of Common Stock are issuable upon exchange of Exchangeable Shares of 0959456 B.C. Ltd., a British Columbia corporation
    and 7,762,500 shares of Common Stock are reserved for issuance upon exercise of the Warrants; and (ii) 5,000,000 shares of
    preferred stock, par value $0.001 per share, of which 278,530 shares of Series A Preferred Stock, 648,613 shares of Series
    B Preferred Stock, and one share of Special Voting Preferred Stock are issued and outstanding. Except as disclosed in the
    Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or
    purchase from the Company any class of capital stock of the Company.
	 	 	 
	 	(c)	The
    Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares
    of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the
    number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.
	 	 	 
	 	(d)	The
    Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants.



 






    	-7-



     


    

 


	 	(e)	The
    Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and
    charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing
    Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge
    which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance
    or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing
    Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any
    Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable
    by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s
    reasonable satisfaction that no such tax or governmental charge is due.


 


Section
10. Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose
broker’s account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all
purposes be deemed to have become the holder of record for the Common Stock represented thereby on, and such certificate shall
be dated, the date on which submission of the Notice of Exercise was made, provided that the Warrant Certificate evidencing such
Warrant is duly surrendered (but only if required herein) and payment of the Exercise Price (and any applicable transfer taxes)
is received on or prior to the Warrant Share Delivery Date; provided, however, that if the date of submission of
the Notice of Exercise is a date upon which the Common Stock transfer books of the Company are closed, such Person shall be deemed
to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding day on which the
Common Stock transfer books of the Company are open.


 


Section
11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price,
the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time
as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant
to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares
of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections
7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares.
All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant
Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable
from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 






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Section
12. Certification of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number
of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company
shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement
of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common
Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant
Certificate.


 


Section
13. Fractional Shares of Common Stock. 


 


	 	(a)	The
    Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever
    any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall
    reflect a rounding of such fraction to the nearest whole Warrant (rounded down).
	 	 	 
	 	(b)	The
    Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which
    evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to
    be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section
    2(d)(v) of the Warrant Certificate.


 


Section
14. Conditions of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the
terms and conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder
of the Holders from time to time of the Warrant Certificates shall be subject:


 


	 	(a)	Compensation
    and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit
    4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket
    expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to
    have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The
    Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred
    without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly
    caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability.
    The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection
    herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant
    Agent’s satisfaction.  The indemnities provided by this paragraph shall survive the resignation or discharge
    of the Warrant Agent or the termination of this Agreement.  Anything in this Agreement to the contrary notwithstanding,
    in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental,
    punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or
    not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action
    in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s
    representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract,
    tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received
    by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed
    to the Warrant Agent by the Company hereunder.



 






    	-9-



     


    

 


	 	(b)	Agent
    for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant
    Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for
    or with any of the Holders of Warrant Certificates or beneficial owners of Warrants.
	 	 	 
	 	(c)	Counsel.
    The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written
    advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or
    omitted by it hereunder in good faith and in accordance with the advice of such counsel.
	 	 	 
	 	(d)	Documents.
    The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by
    it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper
    or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.
	 	 	 
	 	(e)	Certain
    Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any
    interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to
    the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with
    the Company and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities
    or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement
    shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.
	 	 	 
	 	(f)	No
    Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest
    on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.



 






    	-10-



     


    

 


	 	(g)	No
    Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement
    or the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).
	 	 	 
	 	(h)	No
    Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations
    herein or in the Warrant Certificate (except as to the Warrant Agent’s countersignature thereon), all of which are made
    solely by the Company.
	 	 	 
	 	(i)	No
    Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant
    Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant
    Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which
    may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable
    opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the
    Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant
    to this Agreement or for the application by the Company of the proceeds of the Warrant Certificate. The Warrant Agent shall
    have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained
    herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate
    with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate
    or attempt to initiate any proceedings at law.


 


Section
15. Purchase or Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor
Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation
to which the Warrant Agent or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust
business of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement
without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation
would be eligible for appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor
Warrant Agent shall succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned
but not delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver
such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned,
any successor Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in
the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in
the Warrant Certificates and in this Agreement.


 






    	-11-



     


    

 


In
case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver such Warrant
Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the
Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases
such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 


Section
16. Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following
terms and conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


	 	(a)	The
    Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company),
    and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action
    taken or omitted by it in good faith and in accordance with such opinion.
	 	 	 
	 	(b)	Whenever
    in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact
    or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
    other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
    by a certificate signed by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such
    certificate shall be full authentication to the Warrant Agent for any action taken or suffered in good faith by it under the
    provisions of this Agreement in reliance upon such certificate.
	 	 	 
	 	(c)	Subject
    to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence or
    willful misconduct, or for a breach by it of this Agreement.
	 	 	 
	 	(d)	The
    Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement
    or in the Warrant Certificate (except its countersignature thereof) by the Company or be required to verify the same, but
    all such statements and recitals are and shall be deemed to have been made by the Company only.
	 	 	 
	 	(e)	The
    Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery
    hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate
    (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
    contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise
    Price or the making of any change in the number of shares of Common Stock required under the provisions of Section 11 or 13
    or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would
    require any such adjustment or change (except with respect to the exercise of Warrants evidenced by the Warrant Certificates
    after actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation
    or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or
    any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be duly authorized, validly issued,
    fully paid and nonassessable.



 






    	-12-



     


    

 


	 	(f)	Each
    party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged
    and delivered all such further and other acts, instruments and assurances as may reasonably be required by the other party
    hereto for the carrying out or performing by any party of the provisions of this Agreement.
	 	 	 
	 	(g)	The
    Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the
    Chief Executive Officer, Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice
    or instructions in connection with its duties, and it shall not be liable and shall be indemnified and held harmless for any
    action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer, provided Warrant
    Agent carries out such instructions without gross negligence or willful misconduct.
	 	 	 
	 	(h)	The
    Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the
    Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be
    interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant
    Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company
    or for any other legal entity.
	 	 	 
	 	(i)	The
    Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either
    itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act,
    default, neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act,
    default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.


 


Section
17. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’
notice in writing sent to the Company and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates.
The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant
Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the
Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days
after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection
by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment
of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until
a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is
authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000.
After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and
transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall
file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice
thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section
17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the
appointment of the successor Warrant Agent, as the case may be.


 






    	-13-



     


    

 


Section
18. Issuance of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the
contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by
its Board of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of
shares of stock or other securities or property purchasable under the several Warrant Certificates made in accordance with the
provisions of this Agreement.


 


Section
19. Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder
of any Warrant Certificate to or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder
of any Warrant Certificate to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant
Certificate shall be deemed given (a) on the date delivered, if delivered personally, (b) on the first Business Day following
the deposit thereof with Federal Express or another recognized overnight courier, if sent by Federal Express or another recognized
overnight courier, (c) on the fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered
or certified mail (return receipt requested), and (d) the date of transmission, if such notice or communication is delivered via
facsimile or email attachment at or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after
the date of transmission, if such notice or communication is delivered via facsimile or email attachment on a day that is not
a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the parties at the following
addresses (or at such other address for a party as shall be specified by like notice):


 


	(a)
    If to the Company, to:	(b)
    If to the Warrant Agent, to:
	 	 
	DelMar
                                         Pharmaceuticals, Inc.

        c/o
        Scott Prail, CFO

        Suite
        720-999 West Broadway

        Vancouver,
        BC. V5Z 1K5

        Canada
	Mountain
                                         Share Transfer, LLC

        2030
        Powers Ferry Road SE

        Suite
        # 212

        Atlanta,
        GA. 30339



 


For
any notice delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service
to be delivered on the next business day following such email, unless the recipient of such email has acknowledged via return
email receipt of such email.


 


	 	(c)	If
    to the Holder of any Warrant Certificate to the address of such Holder as shown on the registry books of the Company. Any
    notice required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of
    the Company. Notwithstanding any other provision of this Agreement, where this Agreement provides for notice of any event
    to a Holder of any Warrant, such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant
    to the procedures of the Depositary or its designee.


 


Section
20. Supplements and Amendments. 


 


	 	(a)	The
    Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders
    of Global Warrants in order to add to the covenants and agreements of the Company for the benefit of the Holders of the Global
    Warrants or to surrender any rights or power reserved to or conferred upon the Company in this Agreement, provided that such
    addition or surrender shall not adversely affect the interests of the Holders of the Global Warrants or Warrant Certificates
    in any material respect.
	 	 	 
	 	(b)	In
    addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than
    a majority of the shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement
    for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant
    Agreement or modifying in any manner the rights of the Holders of the Global Warrants; provided, however, that
    no modification of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants
    are exercisable or the rights of holders of Warrants to receive liquidated damages or other payments in cash from the Company
    or reducing the percentage required for consent to modification of this Agreement may be made without the consent of the Holder
    of each outstanding Warrant Certificate affected thereby; provided further, however, that no amendment hereunder
    shall affect any terms of any Warrant Certificate issued in a Warrant Exchange. As a condition precedent to the Warrant Agent’s
    execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of
    the Company that states that the proposed amendment complies with the terms of this Section 20.


 






    	-14-



     


    

 


Section
21. Successors. All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns hereunder.


 


Section
22. Benefits of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the
Holders of Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement. This
Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section
23. Governing Law. This Agreement and each Warrant Certificate and Global Warrant issued hereunder shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.


 


Section
24. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


Section
25. Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


Section
26. Information. The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the
holders of the Common Stock, except to the extent any such information is publicly available on the EDGAR system (or any successor
thereof) of the Securities and Exchange Commission.


 


 


[Signature
page to follow]


 




    	-15-



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	DELMAR PHARMACEUTICALS, INC.	 
	 	 	 	 
	 	By:	/s/
    Saiid Zarrabian	 
	 	 	Name:
    Saiid Zarrabian	 
	 	 	Title:
    Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	MOUNTAIN SHARE TRANSFER, LLC	 
	 	 	 	 
	 	By:	/s/
    Erik Nelson	 
	 	 	Name:
    Erik Nelson	 
	 	 	Title:
    President	 





 




    	-16-



     


    

Exhibit
1


 


Form
of Warrant Certificate


 


CUSIP
NO. 247078 157


 


COMMON
STOCK PURCHASE WARRANT


 


DELMAR
PHARMACEUTICALS, INC.


 


Warrant
Shares: _______Initial Exercise Date: August ___, 2019


Issue
Date: August ___, 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 August ___, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m.
(New York City time) on ______1 (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). This Warrant shall initially
be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”)
shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant
in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


 


Section
1.Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms 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. (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 on the Pink Open Market (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.


 





 






1 Insert the date
that is the five year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, insert the immediately
following Trading Day.


 






    	-17-



     


    

 


"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.


 


"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 or the Subsidiaries 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 (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).


 






    	-18-



     


    

 


"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 on the Pink Open Market (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.


 


“Warrant
Agent Agreement” means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the
Company and the Warrant Agent.


 


“Warrant
Agent” means the Transfer Agent and any successor warrant agent of the Company.


 


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


 


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.


 






    	-19-



     


    

 


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 unrestricted 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.


 


Notwithstanding
the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing
this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall
effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the
appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such
other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form
pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


 


b)       Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $[__]2, subject to adjustment
hereunder (the “Exercise Price”).


 


c)       Cashless
Exercise. If at any time after the Initial Exercise 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:


 


 






2
Insert 100% of the offering price per share of common stock.


 






    	-20-



     


    




 


(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 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 the Holder or (B) this Warrant is being exercised via cashless exercise, 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 or the Warrant
Agent 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 or the Warrant Agent 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, and for purposes of Regulation
SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry
form through DTC shall be deemed to have exercised its interest in this Warrant upon instructing its broker that is a DTC participant
to exercise its interest in this Warrant, provided that in such case 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 or
cause the delivery 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 or cause the Warrant Agent
to 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.


 






    	-21-



     


    

 


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.


 






    	-22-



     


    

 


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 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,
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 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 a 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.


 






    	-23-



     


    

 


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.


 


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 (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). To the extent that this Warrant has not been partially or completely exercised at the time
of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder
has exercised this Warrant.


 






    	-24-



     


    

 


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.


 






    	-25-



     


    

 


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 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.


 






    	-26-



     


    

 


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.


 


b)       New
Warrants. If this Warrant is not held in global form through DTC (or any successor depositary), 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 Warrant Agent (or, to the extent this Warrant is not held in global form through DTC, the Company) shall register
this Warrant, upon records to be maintained by the Warrant Agent (or, to the extent this Warrant is not held in global form through
DTC, the Company) for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time
to time. The Company and the Warrant Agent 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.


 






    	-27-



     


    

 


Section
5.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 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.


 


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).


 






    	-28-



     


    

 


Except
and to the extent as waived or consented to by the holders of a majority of the then outstanding Warrants (based on the number
of Warrant Shares underlying such Warrants), 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, and (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 Warrant 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.


 






    	-29-



     


    

 


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, e-mail (except with respect to the Warrant
Agent) or sent by a nationally recognized overnight courier service, addressed to Mountain Share Transfer, LLC, Attention: Erik
Nelson; facsimile number (404) 816-8830; e-mail address: mountainsharetransfer.com, or to the Company, 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 time 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.


 






    	-30-



     


    

 


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, on the one hand,
and the Holder or the beneficial owner of this Warrant, on the other hand.


 


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.


 


o)       Warrant
Agent Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued
subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the
Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling.





 


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


 


(Signature
Page Follows)



 






    	-31-



     


    

 


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:



 




    	-32-



     


    

 


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:
________________________________________________________________________________________


 




    	-33-



     


    

 


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:_____________________________	 





 




    	-34-



     


    




 


Exhibit
2


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
Mountain Share Transfer, LLC, as Warrant Agent for DelMar Pharmaceuticals, Inc. (the “Company”)


 


The
undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by
the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


		1.	Name
                                         of Holder of Warrants in form of Global Warrants: ____________________________



 


		2.	Name
                                         of Holder in Warrant Certificate (if different from name of Holder of Warrants in form
                                         of Global Warrants): ________________________________



 


		3.	Number
                                         of Warrants in name of Holder in form of Global Warrants: ___________________



 


		4.	Number
                                         of Warrants for which Warrant Certificate shall be issued: __________________



 


		5.	Number
                                         of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate,
                                         if any: ___________



 


		6.	Warrant
                                         Certificate shall be delivered to the following address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to
the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ____________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ______________________________


 


Name
of Authorized Signatory: ________________________________________________


 


Title
of Authorized Signatory: _________________________________________________


 


Date:
_______________________________________________________________


 




    	-35-



     


    

 


Exhibit
3


 


GLOBAL
WARRANT REQUEST NOTICE


 


To:
Mountain Share Transfer, LLC, as Warrant Agent for DelMar Pharmaceuticals, Inc. (the “Company”)


 


The
undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Warrants Certificates issued
by the Company hereby elects to receive a Global Warrant evidencing the Warrants held by the Holder as specified below:


 


		1.	Name
                                         of Holder of Warrants in form of Warrant Certificates: _________________________



 


		2.	Name
                                         of Holder in Global Warrant (if different from name of Holder of Warrants in form of
                                         Warrant Certificates): ________________________________



 


		3.	Number
                                         of Warrants in name of Holder in form of Warrant Certificates: ________________



 


		4.	Number
                                         of Warrants for which Global Warrant shall be issued: __________________



 


		5.	Number
                                         of Warrants in name of Holder in form of Warrant Certificates after issuance of Global
                                         Warrant, if any: ___________



 


		6.	Global
                                         Warrant shall be delivered to the following address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The
undersigned hereby acknowledges and agrees that, in connection with this Global Warrant Exchange and the issuance of the Global
Warrant, the Holder is deemed to have surrendered the number of Warrants in form of Warrant Certificates in the name of the Holder
equal to the number of Warrants evidenced by the Global Warrant.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ____________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ______________________________


 


Name
of Authorized Signatory: ________________________________________________


 


Title
of Authorized Signatory: _________________________________________________


 


Date:
_______________________________________________________________


 




    	-36-



     


    

 


Exhibit
4


 


Warrant
Agent Fee Schedule


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


-37-