THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES
MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IN ITS REASONABLE
JUDGMENT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.


 


WORLDS
ONLINE INC.


 


Warrant
for the Purchase of Common Stock,


par
value $0.001 per share


 


No. W-___
_______ Shares (subject to adjustment)


Date: _________,
2014


 


THIS
CERTIFIES that, for good and valuable consideration, ____________________ (together with his successors and permitted assigns,
the “Holder”), with an address at ___________________________________________ is entitled to subscribe for and purchase
from Worlds Online Inc. (the “Company”), upon the terms and conditions set forth herein, in whole or in part, at any
time, or from time to time, after the date hereof and before 5:00 p.m. on August 31, 2019 (the “Exercise Period”),
_______ shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a price of $0.40
per share (the “Initial Exercise Price”), as same may be adjusted as provided for herein (the “Warrant Shares”).


 


1.To
the extent otherwise exercisable, this Warrant may be exercised during the Exercise Period as to the whole or any portion of the
number of Warrant Shares, by (i) delivery of a written notice, in the form of the exercise notice attached hereto as Exhibit A
(the “Exercise Notice”), of such Holder’s election to exercise this Warrant, which notice shall specify the
number of Warrant Shares to be purchased, (ii) payment to the Company of an amount equal to the Exercise Price multiplied by the
number of Warrant Shares to be exercised (plus any applicable issue or transfer taxes) (the “Aggregate Exercise Price”)
in cash, or by means of bank check or wire transfer of immediately available funds. In the event that the exercise of this Warrant
is for less than all of the Warrant Shares purchasable under this Warrant, the Company shall cause to be issued in the name of
and delivered to the Holder hereof or as the Holder may direct, as soon as practicable, a new Warrant or Warrants of like tenor,
for the balance of the Warrant Shares purchasable hereunder.


 


2.Upon
the exercise of the Holder’s right to purchase Warrant Shares granted pursuant to this Warrant, the Holder shall be deemed
to be the holder of record of the number of Warrant Shares issuable upon such exercise, notwithstanding that the transfer books
of the Company shall then be closed or certificates representing such Warrant Shares shall not then have been actually delivered
to the Holder. As soon as practicable after the exercise of this Warrant, the Company shall issue and deliver to the Holder a
certificate or certificates for the applicable number of Warrant Shares, registered in the name of the Holder. No fractional shares
of Common Stock are to be issued upon exercise of this Warrant, but rather the number of shares of Common Stock issued upon exercise
of this Warrant shall be rounded up or down to the nearest whole number.


 


3.(a)The
Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by
notice to the Holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person
in whose name this Warrant has been issued, as well as the name and address of each transferee upon receipt of a duly executed
warrant power in the form of Exhibit B hereto. The Company may treat the person in whose name any Warrant is registered on the
register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary


 


(b)The
Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose
of providing for the exercise of the rights to purchase all Warrant Shares granted pursuant to this Warrant, such number of shares
of Common Stock as shall be sufficient therefor. The Company covenants that all shares of Common Stock issuable upon exercise
of this Warrant, upon receipt by the Company of the purchase price therefor, shall be validly issued, fully paid and nonassessable.


 


4.
(a)In the event that the outstanding shares of Common Stock are changed into a different number of shares of Common Stock
by reason of any recapitalization, reclassification, stock split-up, combination of shares or dividend payable in shares of the
Company or an otherwise similar event, appropriate adjustment shall be made in the number and kind of securities as to which this
Warrant shall be exercisable, to the end that the proportionate interest of the Holder immediately after the occurrence of such
event shall equal the proportionate interest of the Holder immediately before the occurrence of such event. Such adjustment shall
be made without change in the total Exercise Price applicable to this Warrant and with a corresponding adjustment in the per share
Exercise Price evidenced by this Warrant.


 


(b)In
case of any consolidation with or merger of the Company with or into another corporation or entity (other than a merger or consolidation
in which the Company is the surviving or continuing corporation), or in case of any sale, conveyance or lease to another person
or entity of the property of the Company as an entirety or substantially as an entirety, such successor or purchasing person or
entity, as the case may be, shall (i) execute in favor of the Holder an agreement or instrument providing that the Holder shall
have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock or other securities,
property, cash or any combination thereof receivable upon such consolidation, merger, sale, lease or conveyance by a holder of
the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such event, (ii) make
effective provision in its certificate of incorporation or otherwise, if necessary, in order to effect such agreement and (iii)
set aside or reserve, for the benefit of the Holder, the stock, securities, property and/or cash to which the Holder would be
entitled upon exercise of this Warrant; provided, that, nothing contained in this paragraph 4(b) shall be interpreted so as to
preclude the Holder from exercising this Warrant, in whole or in part, at any time prior to the consummation of any such consolidation,
merger, sale, lease or conveyance.


 


(c)The
above provisions of this paragraph 4 shall similarly apply to successive consolidations, mergers, sales, leases, issuances or
conveyances.


 


		5.	In
                                         case at any time the Company shall propose:



 


(i)to
pay any dividend or make any distribution on shares of Common Stock in shares of common stock, or make any other distribution
(other than regularly scheduled cash dividends) to all holders of common stock; or


 


(ii)to
issue any rights, warrants or other securities to all holders of the Company’s common stock entitling them to purchase any
additional shares of common stock or any other rights, warrants or other securities; or


 


(iii)to
effect any reclassification or recapitalization of the Company’s common stock, or any consolidation or merger; or


 


		(iv)	to
                                         effect any liquidation, dissolution or winding-up of the Company; or



 


(v)to
issue any shares of its Common Stock, or securities convertible or exercisable into its Common Stock, at a price per share lower
than the Exercise Price;


 


then,
and in any one or more of such cases, the Company shall give written notice thereof, by registered mail, postage prepaid, to the
Holder at the Holder’s address as it shall appear in the Warrant Register, mailed at least ten (10) days prior to the date
on which any such event is expected to occur.


 


6.The
issuance of any Warrant Shares or other securities upon the exercise of this Warrant, and the delivery of certificates or other
instruments representing such Warrant Shares or other securities, shall be made without charge to the Holder for any tax or other
charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any certificate representing Warrant Shares in a name other than that
of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of such tax, to the extent required to be so paid, or,
if reasonably required by the Company, shall have established to the satisfaction of the Company that such tax has been paid.


 


7.Unless
registered, or freely saleable under Rule 144, the Warrant Shares issued upon exercise of the Warrants shall be subject to a stop
transfer order and the certificate or certificates evidencing such Warrant Shares shall bear the following legend or a similar
legend to the following effect:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF SUCH REGISTRATION OR EVIDENCE OF AN EXEMPTION THEREFROM (INCLUDING AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT).”


 


8.The
Holder of this Warrant, by the acceptance hereof, represents that he is acquiring this Warrant and the Warrant Shares for his
own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution
of this Warrant or the Warrant Shares, except pursuant to sales registered or exempt under the Securities Act of 1933, as amended
(the “Securities Act”); provided, however, that by making the representations herein, the Holder does not agree to
hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this
Warrant and the Warrant Shares at any time in accordance with, or pursuant to an exemption under, the Securities Act. The Holder
of this Warrant further represents, by acceptance hereof, that, as of this date, such Holder is an “accredited investor”
as such term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities
Act (an “Accredited Investor”). Upon the exercise of this Warrant, the Holder shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for
the Holder’s own account and not as a nominee for any other party, for investment and not with a view toward distribution
or resale and that such Holder is an Accredited Investor. If such Holder cannot make such representations because they would be
factually incorrect, it shall be a condition precedent to such Holder’s exercise of this Warrant that the Company receive
such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities
upon exercise of this Warrant shall not violate any United States or state securities laws.




9.Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant (and
upon surrender of this Warrant if mutilated), and upon reimbursement of the Company’s reasonable incidental expenses (including
without limitation any insurance), the Company shall execute and deliver to the Holder a new Warrant of like date, tenor and denomination.


 


10.The
Holder shall not have, solely on account of such status, any rights of a stockholder of the Company, either at law or in equity,
or to any notice of meetings of stockholders or of any other proceedings of the Company, except as provided in this Warrant.


 


11.
This Warrant and the rights granted hereunder shall be assignable by the Holder hereof without the consent of the Company
(i) to members of his or her immediate family (which shall include any spouse, lineal ancestor or descendant, adopted child or
sibling, or the spouse of any of them) or (ii) to a trust or any other estate planning vehicle for the benefit of such Holder
or members of his or her immediate family; provided, however, that the assignee shall, within ten (10) days prior to such assignment,
furnish to the Company written notice of the name, address and relationship with such assignee and such transferee shall agree
to be bound by the terms and conditions of the Investor Rights Agreement upon exercise, provided it involves no more than a de
minimis expense.


 


12.Each
of the Company and the Holder shall do and perform all such further acts and things and execute and deliver all such other certificates,
instruments and documents as the Company or the Holder may, at any time and from time to time, reasonably request in connection
with the performance of any of the provisions of this Warrant.


 


13.Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Warrant must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile or e-mail (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive same. The addresses and facsimile numbers for such communications shall be:


 


If
to the Company:


 


Worlds
Online Inc.


11
Royal Road


Brookline,
MA 02445


Telephone:
(617) 909-4043


Facsimile:
(617) 975-3888


E-Mail:
thom@worlds.com


Attention:
President


 


If
to the Holder, at the address set forth above (if such Holder is the initial Holder of this Warrant), or to such other address
for such Holder or its assignees as shall appear, from time to time, on the records maintained by the Company.


 


Each
party shall provide five (5) days’ prior written notice to the other party of any change in address or facsimile number.
Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically
or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and
an image of the first page of transmission or (C) provided by nationally recognized overnight delivery service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


14.Any
term or provision of this Warrant which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the terms and provisions of this
Warrant or affecting the validity or enforceability of any of the terms or provisions of this Warrant in any other jurisdiction.


 


15.This
Warrant shall be construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed
within such State, without regard to principles of conflicts of law. THE COMPANY AND THE HOLDER (BY THE ACCEPTANCE HEREOF)
HEREBY IRREVOCABLE AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN NEW YORK
COUNTY, NEW YORK, OVER ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. THE COMPANY AND THE HOLDER EACH AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, PROPERLY ADDRESSED TO IT AT ITS ADDRESS LISTED IN PARAGRAPH 13 ABOVE SHALL BE EFFECTIVE SERVICE
OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT. THE COMPANY AND THE HOLDER IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN ANY ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT SUCH
COURT REPRESENTS AN INCONVENIENT FORUM. THE COMPANY AND THE HOLDER AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION, SUIT OR PROCEEDING
BROUGHT IN ANY SUCH COURT WHICH IS NO LONGER SUBJECT TO FURTHER REVIEW SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND THE
HOLDER AND MAY BE ENFORCED AGAINST THE COMPANY OR THE HOLDER IN ANY OTHER COURTS TO WHOSE JURISDICTION THE COMPANY OR THE HOLDER,
RESPECTIVELY, IS OR MAY BE SUBJECT BY SUIT UPON SUCH JUDGMENT. THE COMPANY AND THE HOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE
ANY RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING UNDR OR WITH RESPECT TO THIS WARRANT.


 


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IN
WITNESS WHEREOF, this Warrant was executed by the Company on the _____ day of ______, 2014.


 


WORLDS
ONLINE INC.


 


 


 


By:
____________


Name:
Thom Kidrin


Title:
CEO