Exhibit 4.2


 


WARRANT AGENT AGREEMENT


 


This Series A Warrant
Agent Agreement (this “Warrant Agreement”), dated as of [ ], 2021 (the “Issuance Date”) between
AppTech Payments Corp., a company incorporated under the laws of the State of Delaware (the “Company”), and Transfer
Online, Inc. (the “Warrant Agent”).


 


WHEREAS, pursuant
to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated [ ], 2021, by and among the Company
and EF Hutton, division of Benchmark Investments, LLC, as representatives of the underwriters set forth on Schedule 1 thereto , the Company
is engaged in a public offering (the “Offering”) of up to 2,912,621 Units, each Unit consisting of one share (the “Shares”)
of common stock, par value $0.001 per share (the “Common Stock”) of the Company and one warrant (the “Warrants”)
to purchase one share of Common Stock (such shares of Common Stock underlying the Warrants, the “Warrant Shares”);


 


WHEREAS, the
Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1
(File No. 333-253160) (as the same may be amended from time to time, the “Registration Statement”), for the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, the Warrants and Warrant Shares,
and such Registration Statement was declared effective on [ ], 2021;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set
forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts
and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.                 
Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant
Agreement (and no implied terms or conditions).


 


	 	2.	Warrants. 




 






     


     


    

 


		2.1.	Form of Warrants.



 


(a)                
The Warrants, together with the form
of election to purchase Common Stock (the “Exercise Notice”) and the form of assignment to be printed on the reverse
thereof shall be substantially in the form of Annex A hereto. The Warrants shall be registered securities and shall be evidenced
by a global certificate (“Global Certificate”) in the form of Annex A to this Warrant Agreement, which shall
be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the
name of Cede & Co., a nominee of DTC. If DTC subsequently ceases to make its book- entry settlement system available for the Warrants,
the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement.


 


(b)              
In the event that any Warrants are not eligible for, or it is no longer necessary to have the Warrants
available in, book-entry form, then the Company may instruct the Warrant Agent to provide written instructions to The Depository Trust
Company (“DTC”) to deliver to the Warrant Agent for cancellation, the Global Certificate, and the Company shall instruct the
Warrant Agent to deliver to each “Holder” (as defined below), separate certificates evidencing the Warrants (“Definitive
Certificates,” and together with the Global Certificate, the “Warrant Certificates”) in the form of Annex A to
this Warrant Certificate. The Warrants represented by the Global Certificate are referred to as “Global Warrants.”


 


	 	2.2.	Issuance and Registration of Warrants.




 


2.2.1.         
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”)
for the registration of original issuance and the registration of transfer of the Warrants.


 


2.2.2.         
Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue
the Global Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered
to the Warrant Agent by the Company. Ownership of security entitlements in the Warrants shall be shown on, and the transfer of such ownership
shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).


 


2.2.4.         
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Warrant,
the Company and the Warrant Agent may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register
(the “Holder”) as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written
certification, proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest
in any Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


2.2.5.          Execution.
The Warrant Certificates shall be executed on behalf of the Company by any authorized officer
of the Company (an “Authorized Officer”), which need not be the same authorized signatory for all of the
Warrant Certificates, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by an authorized
signatory of the Warrant Agent, which need not be the same signatory for all of the Warrant Certificates, and no Warrant
Certificate shall be valid for any purpose unless so countersigned. In case any Authorized Officer of the Company that signed any of
the Warrant Certificates ceases to be an Authorized 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 Certificates 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 an Authorized Officer of the Company authorized to sign such Warrant Certificate,
although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.


 






     


     


    

 


2.2.6.         
Registration of Transfer. At any time at or prior to the Expiration Date (as defined below),
a transfer of any Warrants may be registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged
for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates
surrendered. Any Holder desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall
make such request in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant
Certificates evidencing the Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged
and, in the case of registration of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and
deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Warrant
Agent may require reasonable and customary payment, by the Holder requesting a registration of transfer of Warrants or a split-up, combination
or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Shares
to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with such registration of transfer, split-up, combination or exchange, together with reimbursement to the Warrant Agent
of all reasonable expenses incidental thereto.


 


2.2.7.         
Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant
Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case
of loss, theft or destruction, of indemnity or security in customary form and amount, 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 Warrant Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the
Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative
fee for processing the replacement of lost Warrant Certificates, which shall be charged only once in instances where a single surety bond
obtained covers multiple certificates. The Warrant Agent may receive compensation from the surety companies or surety agents for administrative
services provided to them.


 


2.2.8.         
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including
the Participants and beneficial holders that may own interests through the Participants, to take any action that a Holder is entitled
to take under this Agreement or the Warrants; provided, however, that at all times that the Warrants are evidenced by a
Global Certificate, exercise of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures
administered by DTC.


 


2.2.9.         
Warrant Certificate Request. 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 Definitive Certificate evidencing the
same number of Warrants, which request shall be in the form attached hereto as Annex E (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 Definitive 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 Annex C, 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 three (3) Trading 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 Trading Day for each Trading 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) and 9 herein, shall not apply to the Warrants evidenced by the Definitive Certificate.
For purposes of clarity, if there is a conflict between the express terms of this Warrant Agreement and a Definitive Certificate in for
the form of Annex C hereto with respect to the terms of the Warrants, the terms of the Definitive Certificate shall govern and
control.


 






     


     


    

 


	 	3.	Terms and Exercise of Warrants.




 


3.1.             
Exercise Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable
Warrant Certificate and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at
the price of $[ ] per whole share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price”
as used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a Warrant
is exercised.


 


3.2.             
Duration of Warrants. Warrants may be exercised only during the period (“Exercise
Period”) commencing on [ ], 20211
and terminating at 5:00 P.M., Eastern Standard Time (the “close of business”) on the fifth (5th) anniversary
of the Issuance Date, [ ], 2026 (“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business
on the Expiration Date.


 


		3.3.	Exercise of Warrants.



 


3.3.1.         
Exercise and Payment. (a) Subject to the provisions of this Warrant Agreement, a Holder (or
a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, not
later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period an election to purchase the Warrant Shares
underlying the Warrants to be exercised (i) in the form included in Annex B to this Warrant Agreement or (ii) via an electronic
warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following
delivery of an Election to Purchase, the Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall:
(i) (A) surrender the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B)
deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from
time to time, and (ii) unless the cashless exercise procedure specified in Section 3.3.7(b)
or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant
to be exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or
bank wire transfer in immediately available funds to:


 


[WIRE/PAYMENT INFORMATION FOR COMPANY]


 


Notwithstanding any other provision
in this Warrant Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry
form through DTC (or another established clearing corporation performing similar functions), shall effect exercises 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). 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 Election to Purchase
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be
required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the
Warrant Agent until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender such Warrant to the Warrant Agent for cancellation within three (3) Trading Days of the date
the final Election to Purchase is delivered to the Warrant Agent. Partial exercises of a Warrant resulting in purchases of a portion
of the total number of Warrant Shares available thereunder 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 Warrant Agent shall maintain records showing the number of Warrant Shares purchased and
the date of such purchases. The Holder and any assignee, by acceptance of a 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 thereof.


 







 


1 Insert Date of Issuance.


 






     


     


    

 


Any person so designated by the Holder
(or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder
of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered
to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced
in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If the Holder
(or Participant on behalf of the Holder) fails to make delivery of such deliverables on or prior to the Trading Day following delivery
of the Election to Purchase, such Election to Purchase shall be void ab initio.


 


(b) 
If any of (i) the Warrants, (ii) the Election to Purchase, or (iii) the Exercise Price therefor,
is received by the Warrant Agent on any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants
with respect thereto will be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business
day” means a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct
of banking business. The “Exercise Date” will be the date on which the materials in the foregoing sentence are received
by the Warrant Agent (if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless
of any earlier date written on the materials. If the Warrants are received or deemed to be received after the Expiration Date, the exercise
thereof will be null and void and any funds delivered to the Company will be returned to the Holder or Participant, as the case may be,
as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted
exercise of Warrants.


 


(c)    
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 telephone at the end of each day on which funds for the exercise of any Warrant are
received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in
writing.


 


(d) 
If less than all the Warrants evidenced by a surrendered Warrant Certificate are exercised, the Warrant
Agent shall split up the surrendered Warrant Certificate and return to the Holder a Warrant Certificate evidencing the Warrants that were
not exercised.


 


	 	3.3.2.	Issuance of Warrant Shares.




 


(a)  The
Warrant Agent shall, no later than the Trading Day following the Exercise Date of any Warrant, advise the Company in respect of (i)
the number of Warrant Shares indicated on the Election to Purchase as issuable upon such exercise with respect to such exercised
Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the
delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise, (iii) the amount of funds for
which the exercise of such Warrant is received, and (iv) such other information as the Company shall reasonably request. The
Company shall deliver any objection to any Election to Purchase within one (1) business day of receipt of such notice.


 






     


     


    

 


(b) The
Warrant Agent shall cause, by no later than 5:00 P.M., Eastern Standard Time, on the third Trading Day following the delivery of the
Election to Purchase (provided the payment of the Exercise Price has been submitted as required by Section 4.3.1) (such date and time,
the “Delivery Time”), to electronically transmit the Warrant Shares issuable upon that exercise to DTC by crediting
the account of DTC or of the Participant, as the case may be, through its Deposit/Withdrawal at Custodian (DWAC) system. 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.


 


3.3.3.         
Valid Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant
in conformity with this Warrant Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.4.         
No Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of
the Warrant. If, by reason of any adjustment made pursuant to Section 5, a Holder would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in a share, the Company shall, upon such exercise, round up or down, as applicable, to the nearest whole
number the number of Warrant Shares to be issued to such Holder.


 


3.3.5.         
No Transfer Taxes. 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 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 an assignment form 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 not be required 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. Additionally, 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 split
up, combination or exchange of Warrants. The Company shall pay all Transfer Agent fees required for same-day processing of any Election
to Purchase 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.


 


3.3.6.         
Date of Issuance. The Company will treat an exercising Holder as a beneficial owner of the
Warrant Shares as of the Exercise Date, except that, if the Exercise Date is a date when the stock transfer books of the Company are closed,
such person shall be deemed to have become the holder of such shares at the open of business on the next succeeding date on which the
stock transfer books are open.


 


3.3.7.         
Restrictive Legend Events. (a) The Company shall use it reasonable best efforts to maintain
the effectiveness of the Registration Statement and the current status of the prospectus included therein or to file and maintain the
effectiveness of another registration statement or to file a registration statement and another current prospectus covering the Warrants
and the Warrant Shares at any time that the Warrants are exercisable. The Company shall
provide to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant Shares
via DTC transfer or otherwise without restrictive legend because (i) the Commission has issued a stop order with respect to the Registration
Statement, (ii) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily
or permanently, (iii) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(iv) the prospectus contained in the Registration Statement is not available for the issuance of the Warrant Shares to the Holder or
(v) otherwise (each a “Restrictive Legend Event”). To the extent that the Warrants cannot be exercised as a result
of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder has exercised Warrants in accordance with the terms
of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder, which shall be given
within five (5) days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election
to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such rescission, or (B) treat
the attempted exercise as a cashless exercise as described in paragraph (b) below and refund the cash portion of the exercise price to
the Holder. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash
settlement to the Holder in lieu of delivery of the Warrant Shares.


 






     


     


    

 


(b) 
If a Restrictive Legend Event has occurred, the Warrant shall only be exercisable on a cashless basis.
Upon a “cashless exercise”, the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained
by dividing (A-B) (X) by (A), where:


 





	(A)	=	the last VWAP immediately preceding the date of exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Election to Purchase (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation);
	 	 	 
	(B)	=	the Exercise Price of the Warrant, as adjusted as set forth herein; and
	 	 	 
	(X)	=	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a   cashless exercise.








 






If the Warrant Shares are issued in
such a cashless exercise, the Company acknowledges and agrees 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 and the Company agrees not to take any position contrary
thereto. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver
a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless
exercise. The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty,
responsibility or obligation under this Section to calculate, the number of Warrant Shares issuable in connection with any cashless exercise.
The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent shall
not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or pursuant to
this Warrant Agreement.


 


3.3.8.         
Disputes. In the case of a dispute as to the determination of the Exercise Price or
the arithmetic calculation of the number of Warrant Shares issuable in connection with any exercise, the Company shall promptly
deliver to the Holder the number of Warrant Shares that are not disputed. 


 


3.3.9.         
[Reserved.]


 


3.3.10.        Beneficial
Ownership Limitation. The Company shall not affect any exercise of a Warrant, and a Holder shall not have the right to exercise
any portion of a Warrant, pursuant to this Section 3 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Election to Purchase, 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 such Warrant with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining,
non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without
limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the
preceding sentence, for purposes of this Section 3.3.10, 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 3.3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the
Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of a 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 3.3.10, 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 two Trading Days 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 such 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 a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 3.3.10, 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 3.3.10 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 3.3.10 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.


 






     


     


    

 


	 	4.	Adjustments.




 


4.1.              
Adjustment upon Subdivisions or Combinations. If the Company at any time after the Issuance
Date subdivides (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time after the Issuance Date combines
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common
Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4.1 shall become effective at the
close of business on the date the subdivision or combination becomes effective. The Company shall promptly notify Warrant Agent of any
such adjustment and give specific instructions to Warrant Agent with respect to any adjustments to the warrant register.


 


4.2.              
Adjustment for Other Distributions. In the event the Company shall fix a record date for the
making of a dividend or distribution to all holders of Common Stock of any evidences of indebtedness or assets or subscription rights,
options or warrants (excluding those referred to in Section 4.1 or other dividends paid out of retained earnings), then in each such case
the Holder will, upon the exercise of Warrants, be entitled to receive, in addition to the number of Warrant Shares issuable thereupon,
and without payment of any additional consideration therefor, the amount of such dividend or distribution, as applicable, which such Holder
would have held on the date of such exercise had such Holder been the holder of record of such Warrant Shares as of the date on which
holders of Common Stock became entitled to receive such dividend or distribution. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date mentioned above.


 






     


     


    

 


4.3.              
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time
while the Warrants are outstanding, (a) the Company, directly or indirectly, in one or more related transactions effects any merger or
consolidation of the Company with or into another person, (b) 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, (c) 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 (not including any Common Stock held by the other person or other
persons making or party to, or associated or affiliated with the other persons making, such purchase offer, tender offer or exchange offer),
(d) 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 (e) the Company, directly or indirectly, in one or more related transactions consummates a stock
or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock
(not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with
the other persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of a Warrant, each Holder shall
have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, the same amount and kind of securities, cash or property, if any, of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which each Warrant is exercisable
immediately prior to such Fundamental Transaction. 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 that such Holder receives upon any exercise of each Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) and for which stockholders received any equity securities of the Successor Entity and for which stockholders received
any equity securities of the Successor Entity, to assume in writing all of the obligations of the Company under this Warrant Agreement
in accordance with the provisions of this Section 4.3 pursuant to written agreements and shall, upon the written request of such Holder,
deliver to such Holder in exchange for the applicable Warrants created by this Warrant Agreement a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to the Warrants which are exercisable for a corresponding number of
shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable as a result
of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrants are exercisable immediately
prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital
stock, if any, plus any Alternate Consideration (but taking into account the relative value of the shares of Common Stock pursuant to
such Fundamental Transaction and the value of such shares of capital stock plus Alternative consideration
after that Fundamental Transaction for the purpose of protecting the economic value of such Warrant immediately prior to the consummation
of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction
the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant Agreement and the Warrants referring to the “Company” shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant Agreement and
the Warrants with the same effect as if such Successor Entity had been named as the Company herein and therein. The Company shall instruct
the Warrant Agent in writing to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any such
amendment, supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation
or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for
in this Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness of any provisions
contained in such agreement or such notice, including but not limited to any provisions relating either to the kind or amount of securities
or other property receivable upon exercise of warrants or with respect to the method employed and provided therein for any adjustments,
and shall be entitled to rely conclusively for all purposes upon the provisions contained in any such agreement. The provisions of this
Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind
described above.


 






     


     


    

 


		4.4.	Other Events. If any event occurs of the type contemplated by the
provisions of Section



 


4.1 or 4.2 but not expressly
provided for by such provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights,
phantom stock rights or other rights with equity features to all holders of Common Stock for no consideration), then the
Company’s Board of Directors will, at its discretion and in good faith, make an adjustment in the Exercise Price and the
number of Warrant Shares or designate such additional consideration to be deemed
issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder. No adjustment to the Exercise Price will
be made pursuant to more than one sub-Section of this Section 4 in connection with a single issuance.


 


4.5.              
Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of
Warrant Shares issuable upon exercise of a Warrant, the Company shall give prompt written notice thereof to the Warrant Agent, which notice
shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable
at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give
written notice to each Holder, at the last address set forth for such holder in the Warrant Register, as of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant
Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided
by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any
related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with
any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge
of any such adjustment unless and until it shall have received written notice thereof from the Company.


 


5.                  
Restrictive Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend
upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


 


		6.	Other Provisions Relating to Rights of Holders of Warrants.



 


6.1.             
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely
in its capacity as a holder of Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of
the Company for any purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its
capacity as the registered holder of Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues
of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise
of Warrants.


 


6.2.              
Reservation of Common Stock. The Company shall at all times reserve and keep available a number
of its authorized but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants
issued pursuant to this Warrant Agreement.


 


		7.	Concerning the Warrant Agent and Other Matters.



 


7.1.              
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant
Agreement, shall be confirmed in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and
shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with
the written confirmation received in accordance with this Section 7.1.


 


7.2.             
Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the
Company hereunder, the Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent
and the Warrant Agent’s reasonable out of pocket expenses in connection with this Warrant Agreement, including, without limitation,
the reasonable fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges
(both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling
charges to cover internal processing and use of the Warrant Agent’s billing systems.


 






     


     


    

 


7.3.              
As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations
other than those specifically set forth herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company;
(b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness
of the Warrants or any Warrant Shares; (c) shall not be obligated to take any legal action hereunder; (d) may rely on and shall
be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram,
telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed by it to be genuine and
to have been signed by the proper party or parties; (e) shall not be liable or responsible for any recital or statement contained
in the Registration Statement or any other documents relating thereto; (f) shall not be liable or responsible for any failure
on the part of the Company to comply with any of its covenants and obligations relating to the Warrants, including without limitation
obligations under applicable securities laws; (g) may rely on and shall be fully authorized and protected in acting or failing
to act in good faith upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant
Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby
authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company or counsel
to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder,
and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the
Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action
proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall
be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the
Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which
date shall not be less than five business days after the date such application is sent to the Company, unless the Company shall
have consented in writing to any earlier date) unless prior to taking any such action, the
Warrant Agent shall have received written instructions in response to such application specifying the action to be taken
or omitted; (h) may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the 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; (i) may
perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it
shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent
appointed with reasonable care by it in connection with this Warrant Agreement, provided reasonable care was exercised in the
selection and continued appointment thereof; (j) is not authorized, and shall have no obligation, to pay any brokers, dealers,
or soliciting fees to any person; and (k) shall not be required hereunder to comply with the laws or regulations of any country
other than the United States of America or any political subdivision thereof.


 


7.4.             
(a) In the absence of gross negligence or willful or willful misconduct on its part, the Warrant
Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance
of its duties under this Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant
Agent be liable for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including
but not limited to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless
of the form of action. Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company
hereunder. The Warrant Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions
beyond its reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work
stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware
or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods,
acts of God or similar occurrences.


 






     


     


    

 


(b) In the event
any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this
Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held
liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file
a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in form
and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require
for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders and all other persons
that may have an interest in the settlement.


 


7.5.              
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against
any loss, liability, claim or expense (“Loss”) arising out of or in connection with the Warrant Agent’s
duties under this Warrant Agreement, including the reasonable costs and expenses of defending itself against any Loss, unless
such Loss shall have been determined by a court of competent jurisdiction to be a result of the Warrant Agent’s gross negligence,
bad faith or willful misconduct.


 


7.6.
         Unless terminated earlier by the parties hereto, this Agreement shall terminate ninety (90) days after the earlier of the
Expiration Date and the date on which no Warrants remain outstanding (the “Termination Date”). On the
business day following the Termination Date, the Agent shall deliver to the Company any entitlements, if any, held by the
Warrant Agent under this Warrant Agreement. The Agent’s right to be reimbursed for fees, charges and out-of-pocket
expenses as provided in this Section 7 shall survive the termination of this Warrant Agreement.


 


7.7.             
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable
by any court, this Warrant Agreement shall be construed and enforced as if such provision had not been contained herein and shall
be deemed an Agreement among the parties to it to the full extent permitted by applicable law.


 


7.8.              
The Company represents and warrants that: (a) it is duly incorporated and validly existing
under the laws of its jurisdiction of incorporation; (b) the offer and sale of the Warrants and the execution, delivery and performance
of all transactions contemplated thereby (including this Warrant Agreement) have been duly authorized by all necessary corporate
action and will not result in a breach of or constitute a default under the articles of association, bylaws or any similar document
of the Company or any indenture, agreement or instrument to which it is a party or is bound; (c) this Warrant Agreement has been
duly executed and delivered by the Company and constitutes the legal, valid, binding and enforceable obligation of the Company;
(d) the Warrants will comply in all material respects with all applicable requirements of law; and (e) to the best of its knowledge,
there is no litigation pending or threatened as of the date hereof in connection with the offering of the Warrants.


 






     


     


    

 





7.9.             
In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration
Statement, as they may from time to time be amended, the terms of this Warrant Agreement shall control.


 


7.10.           
Set forth in Annex D hereto is a list of the names and specimen signatures of the persons
authorized to act for the Company under this Warrant Agreement (the “Authorized Representatives”). The Company shall,
from time to time, certify to you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11.           
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant
Agent or by the holder of any Warrant to or on the Company, including without limitation, any Notice of Exercise, shall be delivered by
e-mail, hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing
by the Company with the Warrant Agent) as set forth below and if to any holder any notice, statement or demand shall be given to the last
address set forth for such holder (if any) in the Warrant Register:


 


	 	AppTech Payments Corp.	 
	 	5876 Owens Avenue, Suite 100	 
	 	Carlsbad, CA 92008	 
	 	Attention: Luke D’Angelo, Chief Executive Officer	 
	 	Email: Ldangelo@apptechcorp.com	 



 


with a copy (which shall not constitute
notice) to:


 


	 	 	 
	 	Nelson Mullins Riley & Scarborough LLP	 
	 	101 Constitution Ave NW, Suite 900	 
	 	Washington, DC 20001   Attention: Andy Tucker, Esq.	 
	 	Fax No: 202-689-2860	 
	 	Email: andy.tucker@nelsonmullins.com	 



 


Any notice, statement or demand authorized
by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered
by facsimile, hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


 


	 	Transfer Online, Inc.	 
	 	512 SE Salmon St.	 
	 	Portland, OR 97214	 
	 	Attn: [Warrant Department]	 
	 	Email: [___________________]	 



 


 


Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email at the email address set forth in this Section prior to 5:30 p.m. (New York City time)
on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number or email at the email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.


 


7.12.             
(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the
State of New York. All actions and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated
in courts located within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction
of such courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed
to the Company at its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury
in any action or proceeding arising out of or relating to this Warrant Agreement.


 






     


     


    

 


(b) This Warrant Agreement shall inure
to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned, or
otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other party
will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation of duties
by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of
business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of this Warrant Agreement. (c) No
provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The Company
and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties determine, in
good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements shall require the vote or written
consent of Holders of at least 50.1% of the then outstanding Warrants and the holders of at least 50.1% of the voting power of the Company’s
voting securities, provided that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without such consent.


 


7.13.           
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that
may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants,
but the Company may require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain
from registering any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration
or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have
established to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


		7.14.	Resignation of Warrant Agent.



 






     


     


    

 





7.14.1. 
     Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter
appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’
notice in writing to the Company, or such shorter period of time agreed to by the Company.
The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent, after giving thirty (30) days’ notice
in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time as agreed. If the office of the Warrant Agent
becomes vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent, then the Holder may apply to any court of competent jurisdiction for
the appointment of a successor Warrant Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such
a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial
Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing under the laws of any state
of the United States of America, in good standing, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed, and except for executing and delivering documents as provided in the sentence that follows,
the predecessor Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled
to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but
not limited to its right to indemnity hereunder. If for any reason it becomes necessary or
appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company,
an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder;
and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing
for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


7.14.2. 
    Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed,
the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the
effective date of any such appointment.


 


7.14.3.      
Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged
or converted or with which it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant
Agent shall be a party or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent
shall be the successor Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this
Warrant Agreement, “person” shall mean any individual, firm, corporation, partnership, limited liability company, joint
venture, association, trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto.


 


		8.	Miscellaneous Provisions.



 


8.1.               
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed
and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof.


 






     


     


    

 





8.2.               
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available
at all reasonable times at the office of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection,
the Warrant Agent may require any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3.               
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile
or electronic 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.


 


8.4.               
Effect of Headings. The Section headings herein are for convenience only and are not part
of this Warrant Agreement and shall not affect the interpretation thereof.


 


		9.	Certain Definitions. As used herein, the following terms shall have
the following meanings:



 


(a) “Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance, sale
or delivery (or deemed issuance, sale or delivery in accordance with Section 4) of Common Stock (other than rights of the type described
in Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration received by the Company in connection with, or
with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)
but excluding anti-dilution and other similar rights (including pursuant to Section 4.4 of this Agreement).


 


(b) 
“Trading Day” means any day on which the Common Stock is traded on the Trading
Market, or, if the Trading Market is not the principal trading market for the Common Stock, then on the principal securities exchange
or securities market in the United States on which the Common Stock is then traded, provided that “Trading Day” shall not
include any day on which the Common Stock is are scheduled to trade on such exchange or market for less than 4.5 hours or any day that
the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market
does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 P.M., Eastern
Standard Time).


 


(c)  
“Trading Market” means NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market or the New York Stock Exchange.


 


(d) “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is
then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the
nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is
not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on
OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on
OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC
Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the
Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company


 


[Signature Page to Follow]


 






     


     


    

 





IN WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed by the parties
hereto as of the day and year first above written.


 


	 	APPTECH PAYMENTS
CORP.
	 	 
	 	By: 	 
	 	 
	 	Name: 	 
	 	 
	 	Title:	 
	 	 
	 	TRANSFER ONLINE, INC.
	 	 
		By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	 




 


Annex A - Form of Global Certificate





Annex B – Notice of Exercise 


Annex C - Form of Certificated Warrant





Annex D - Authorized Representatives 


Annex E - Form of Warrant Certificate Request
Notice


 






     


     


    

 





ANNEX A


 


[FORM OF GLOBAL CERTIFICATE]


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO APPTECH PAYMENTS CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


ISSUER NAME
WARRANT CERTIFICATE 


NOT EXERCISABLE AFTER ________________


 


This certifies
that the person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth
below. Each Warrant entitles its registered holder to purchase from AppTech Payments Corp., a company incorporated under the laws of the
State of Delaware (the “Company”), at any time prior to 5:00 P.M. (Eastern Standard Time) on [ ], 2026, one share of
common stock, par value $0.001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant
Shares”), at an exercise price of $[ ] per share, subject to possible adjustments as provided in the Warrant Agreement (as defined
below).


 


This Warrant Certificate,
with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for another
Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates
surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate at the designated
office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed or accompanied by proper
instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant Agent may reasonably request and
duly stamped as may be required by the laws of the State of New York and of the United States of America.


 


The terms and conditions
of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement
dated as of [ ], 2021 (the “Warrant Agreement”) between the Company and Transfer Online, Inc. (the “Warrant Agent”).
A copy of the Warrant Agreement is available for inspection during business hours at the office of the Warrant Agent.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.


 


WITNESS the facsimile signature of a proper officer of the Company.


 


	 	APPTECH
PAYMENTS CORP.
	 	 
	 	By:
	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 



 






    	 



    	 



    

 


Dated: ________


 


Countersigned:


 


	 	TRANSFER
ONLINE, INC.
	 	 
	 	By:
	 
	 	 	 
	 	Name:
	 
	 	 	 
	 	Title:
	 




 


	PLEASE	DETACH	HERE




 


Certificate No.:1 Number of Warrants: 2,912,621


 


WARRANT CUSIP NO.: _______________


 


	[Name & Address of Holder]	APPTECH PAYMENTS CORP.
	 	 
	 	Transfer Online, Inc., Warrant Agent
	 	 
	 	By mail:
	 	 
	 	 
	 	By hand or overnight courier:_______________








     


     


    

  





ANNEX B


 


NOTICE OF EXERCISE


 


 


	TO:	APPTECH PAYMENTS CORP.



 


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


 


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


 


[ ] in lawful money of the United States;
or


 


[ ] if permitted the cancellation of such
number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 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:	 



 






     


     


    

 





ANNEX C


 


[FORM OF CERTIFICATED WARRANT]


 


COMMON STOCK PURCHASE WARRANT


 


APPTECH PAYMENTS CORP.


 


	Warrant Shares: _______	Initial Exercise Date: __________
	 	Issue Date: ______________



 


THIS COMMON STOCK PURCHASE WARRANT
(the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
__________________ (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________________
(the “Termination Date”) but not thereafter, to subscribe for and purchase from AppTech Payments Corp., a Delaware
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.


 


“Business Day”
means any day other than Saturday, Sunday or other day on which commercial banks in The State of New York are authorized or required by
law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,”
“non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if
such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.


 


“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.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 






    1 


     


    

 


“Registration Statement”
means, collectively, the Company’s registration statement on Form S-1 (File No. 333-253160) (the “Registration Statement”);


 


“Restrictive Legend Event”
means any time that the Company is unable to deliver the Warrant Shares via DTC transfer or otherwise without restrictive legend because
(A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn
the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness
of the Registration Statement, either temporarily or permanently, (D) the prospectus contained in the Registration Statement is not available
for the issuance of the Warrant Shares to the Holder or (E) otherwise.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


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


 


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


 


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


 


“Transfer Agent”
means Transfer Online, Inc. with a mailing address of 512 SE Salmon St, Portland, OR 97214and a telephone number of (503) 227-2950, and
any successor transfer agent of the Company.


 


“Warrant Agent Agreement”
means that certain Warrant Agent Agreement, dated as of 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 the purchase
rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date and on or before
close of business on the Termination Date by delivery to the Company or the Warrant Agent of a duly executed facsimile copy (or email
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)) 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 to the Company 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 form 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 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) Trading 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.


 






    2 


     


    

 


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 the Common Stock under this Warrant shall be $____________, subject to adjustment hereunder (the
“Exercise Price”).


 


c) Cashless Exercise.
If at the time of exercise hereof 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 shall only 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 (if such quotient would be a positive number) obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A) =	the last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation);
	 	 	 
	 	(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).


 


“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.


 






    3 


     


    

 


Notwithstanding anything
herein to the contrary, if on the Termination Date there is no effective registration statement covering the resale of the Warrant Shares,
then this Warrant shall be automatically exercised (unless the holder notifies the Company otherwise) via a cashless exercise
pursuant to this Section 2(c). Furthermore, if a Restrictive Legend Event has occurred, the Warrant shall only be exercisable on a cashless
basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement
to the Holder in lieu of delivery of the Warrant Shares.


 


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 Transfer Agent is then a participant in such system and
either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares
by Holder or (B) 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 earlier of
(i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the
Standard Settlement Period after the delivery to the Company of the Notice of Exercise and provided that payment in full of the aggregate
Exercise Price (other than in the case of a cashless exercise) is received by the Company one (1) Trading Day thereafter (such date, the
“Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period following the delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares
subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of
the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated
damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder
rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant
remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period,
expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on
the date of delivery of the Notice of Exercise.


 


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


 


iii. Rescission Rights.
If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant
Share Delivery Date, then the Holder will have the right to rescind such exercise.


 






    4 


     


    

 


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


 


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


 


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


 


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


 






    5 


     


    

 


e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and 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, non-exercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
non-converted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the
number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company
or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the
Company shall within two Trading Days 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.


 






    6 


     


    

 


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, 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 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, 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).


 






    7 


     


    

 


(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 or scheme of arrangement) with another
Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in
a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all
of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements
and shall, upon the written request of such Holder, deliver to such Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant, which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental
Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to
the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall
refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 


(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.


 






    8 


     


    

 


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 ten (10) 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. Notwithstanding
the requirement to provide or mail written notice to a Holder set forth in this Section 3, the Company shall not be required to provide
or mail a written notice to any Holder, and shall not be required to instruct the Warrant Agent to provide or mail a written notice if
the transaction or transactions resulting in any adjustment described in this Section 3 is disclosed publicly via a press release, Current
Report on Form 8-K, other filing with the Commission or other means of public dissemination.


 


Section 4. Transfer
of Warrant.


 


(a) Transferability. This
Warrant and all rights hereunder 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 the Holder delivers an assignment form to the Company assigning this Warrant 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 depository), 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 original Initial Exercise Date of this Warrant and shall be identical with this Warrant except as to the number of
Warrant Shares issuable pursuant thereto.


 






    9 


     


    

 


(c) Warrant Register. The
Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent 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.


 


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 evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft
or destruction, of indemnity or security reasonably satisfactory to it, 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.


 


(i) 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 non-assessable
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).


 


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


 






    10 


     


    

 


(iii) 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 conflict of laws thereof. Each party
agrees that all legal Proceedings concerning the interpretation, enforcement and defense of this Warrant shall be commenced in the state
and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any provision hereunder),
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 such New York Courts, or such New York Courts are improper or inconvenient venue for such Proceeding. Each party
hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal Proceeding
arising out of or relating to this Warrant. If any party shall commence an action or Proceeding to enforce any provisions of this Warrant,
then the prevailing party in such action or Proceeding shall be reimbursed by the other party for its attorneys’ fees and other
costs and expenses incurred in the investigation, preparation and prosecution of such action or Proceeding.


 


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


 


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


 


(h) Notices. Any and all
notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise,
shall be in writing and delivered personally, by facsimile or by email, or sent by a nationally recognized overnight courier service,
addressed to the Company, at 5876 Owens Ave. Suite 100, Carlsbad, CA 92008, Attention: Luke D’Angelo Chief Executive Officer,
email address: _______________________, 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 sent by a nationally recognized overnight courier service addressed to
each Holder at the facsimile number or address of such Holder appearing on the books of the Warrant Agent. Any notice or other communication
or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or email at the email address set forth in this Section prior to 5:30 p.m. (New York
City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or email at the email address set forth in this Section on a day that is not a Trading Day or later than 5:30
p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. Notwithstanding any other
provision of this Warrant, where this Warrant provides for notice of any event to the Holder, if this Warrant is held in global form by
DTC (or any successor depositary), such notice shall be sufficiently given if given to DTC (or any successor depositary) pursuant to the
procedures of DTC (or such successor depositary), 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.


 






    11 


     


    

 


(i) 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.


 


(j) 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.


 


(k) 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.


 


(l) 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.


 


(m) 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 either: (i) the
Holder or the beneficial owner of this Warrant, on the other hand, or (ii) the vote or written consent of Holders of at least 50.1% of
the then outstanding Warrants issued pursuant to the Warrant Agent Agreement, on the other hand, provided that adjustments may be made
to the terms and rights of this Warrant in accordance with Section 3 of this Warrant without the consent of any Holder or beneficial owner
of the Warrants.


 


(n) 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.


 


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


 


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


 


(Signature Page Follows)


 






    12 


     


    

 


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.


 


	APPTECH PAYMENTS CORP. 	 
	 	 
	By:	 	 
	Name:	Luke D’Angelo	 
	Title:	Chief Executive Officer	 



 






     


     


    

 


 NOTICE OF EXERCISE


 


	TO:	APPTECH PAYMENTS CORP.


 


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


 


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


 


[ ] in lawful money of the United States;
or


 


[ ] if permitted the cancellation of such
number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 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:	 



 






     


     


    

 





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:	 
	 	(Please Print)




 





	Phone Number:	 	 
	 	 	 
	Email Address:	 	 
	 	 	 
	Dated:		 
	 	 	 
	Holder’s	 	 
	Signature:	 	 
	 	 	 
	Holder’s	 	 
	Address:	 	 





 






     


     


    

 





ANNEX D


 


AUTHORIZED REPRESENTATIVES


 


	Name	Title	Signature
	 	 	 
	Luke D’Angelo	Chief Executive Officer	 






 






     


     


    

 


ANNEX E


 


Form of Warrant Certificate Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: Transfer Online, Inc., as Warrant Agent
for AppTech Payments Corp. (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 Definitive 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 Definitive 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 Definitive Certificate shall be issued:
__________________________    
	 	 	 
	 	5.	Number of Warrants in name of Holder in form of Global Warrants after
issuance of Definitive   Certificate, if any: ___________________________________________________________________



 


	 	6.	Definitive 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 Definitive 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 Definitive
Certificate.


 


[SIGNATURE OF HOLDER]


 


	Name
of Investing Entity:	 
	 	 
	Signature
of Authorized Signatory of Investing Entity:	 
	 	 
	Name of Authorized
Signatory:	 
	 	 
	Title of Authorized
Signatory:	 
	 	 
	Date: