Exhibit 4.1


 


[FORM
OF WARRANT]


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.


 


American
Virtual Cloud Technologies, Inc.


 


Warrant
To Purchase Common Stock


 


Warrant
No.: _________________


Number of
Shares of Common Stock: _____________


Date of Issuance:
December 2, 2021 (“Issuance Date”)


 


American
Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, [SUBSCRIBER],
the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Initial
Exercisability Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ____________ (_____________)
of fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”).
Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section
18. This Warrant is one of the Warrants to purchase Common Stock (the “Subscription Warrants”) issued pursuant to
that certain Subscription Agreement, dated as of December 2, 2021 (the “Subscription Date”), by and among the Company
and the investors (the “Subscribers”) referred to therein (as may be amended, amended and restated, supplemented or
otherwise modified from time to time, the “Subscription Agreement”). Capitalized terms used herein and not otherwise
defined shall have the definitions ascribed to such terms in the Subscription Agreement.


 






     


     


    

 


1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in
Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Initial Exercisability Date, in whole
or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise
Price”) in cash by wire transfer of immediately available funds or (B) notifying the Company that this Warrant is being exercised
pursuant to a Cashless Exercise (as defined in Section 1(d)). No ink-original Exercise Notice shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than
all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Warrant Shares. Execution and delivery of the Exercise Notice with respect to all of the
then-remaining Warrant Shares shall have the same effect as cancellation of the original Warrant. On or before the first (1st)
Trading Day following the date on which the Holder has delivered an Exercise Notice to the Company, the Company shall transmit by electronic
mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer
Agent”). On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising
the Standard Settlement Period, in each case, following the date on which the Holder has delivered the Exercise Notice to the Company,
so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st)
Trading Day following the date on which the Holder has delivered the Exercise Notice to the Company (a “Share Delivery Date”)
(provided that if the Aggregate Exercise Price has not been delivered by such date, the applicable Share Delivery Date shall be one (1)
Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that
the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program
and (A) the applicable Warrant Shares are subject to an effective resale registration statement
in favor of the Holder or (B) the applicable Warrant Shares have been sold, or are being sold substantially concurrently with the exercise
of the Warrant, by the Holder pursuant to Rule 144, credit such aggregate number of Warrant Shares to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At
Custodian system, or (Y) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or
(B) the applicable Warrant Shares are not subject to an effective resale registration statement in favor of the Holder and, the applicable
Warrant Shares have not been sold. and are not being sold substantially concurrently with the exercise of the Warrant, by the Holder
pursuant to Rule 144, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, 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. The Company shall be responsible for all fees and expenses of the Transfer Agent and
all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing.
Upon delivery of the Exercise Notice, 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 such Warrant Shares are credited to the
Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant
is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant
submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise and, if requested in writing by the
Company, upon surrender of this Warrant to the Company by the Holder, then the Company shall as soon as practicable and in no event later
than two (2) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of
Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay
any and all transfer, stamp, issuance and similar taxes which may be payable with respect to the issuance and delivery of Warrant Shares
upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject
to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the
same, or any setoff, counterclaim, recoupment, limitation or termination. While any Subscription
Warrants remain outstanding, the Company shall use a transfer agent that participates in the DTC Fast Automated Securities Transfer
Program.


 






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(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.0001, subject to adjustment as provided
herein.


 


(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail, for any reason or no reason, to issue to the
Holder on or prior to the applicable Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such
shares of Common Stock on the Company’s share register or if the Transfer Agent is participating in the DTC Fast Automated Securities
Transfer Program, to credit the Holder’s balance account with DTC, for such number of shares of Common Stock to which the Holder
is entitled upon the Holder’s exercise of this Warrant or (II) if a registration statement covering the resale of the Warrant Shares
that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for the resale of
such Unavailable Warrant Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration
Rights Agreement (x) so notify the Holder and (y) deliver the Warrant Shares electronically without any restrictive legend by crediting
such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit / Withdrawal At Custodian system (the event described in the immediately foregoing clause
(II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, an “Exercise
Failure”), then, in addition to all other remedies available to the Holder, (X) the Company shall pay in cash to the Holder
on each day after the applicable Share Delivery Date and during such Exercise Failure an amount equal to 1.0% of the product of (A) the
sum of the number of shares of Common Stock not issued to the Holder on or prior to the applicable Share Delivery Date and to which the
Holder is entitled, and (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the
period beginning on the date of delivery of the applicable Exercise Notice and ending on the applicable Share Delivery Date, and (Y)
the Holder, upon written notice to the Company, may void its Exercise Notice with respect to, and retain or have returned, as the case
may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise
Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant
to this Section 1(c) or otherwise. In addition to the foregoing, if on or prior to the applicable Share Delivery Date either (I) if the
Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver
a certificate to the Holder and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent
is participating in the DTC Fast Automated Securities Transfer Program, credit the Holder’s balance account with DTC for the number
of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s
obligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day the Holder purchases (in
an open market transaction or otherwise) shares of Common Stock relating to the applicable Exercise Failure (a “Buy-In”),
then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i)
pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s
obligation to deliver such certificate (and to issue such shares of Common Stock) or credit the Holder’s balance account with DTC
for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates
representing such shares of Common Stock or credit the Holder’s balance account with DTC, as applicable, and pay cash to the Holder
in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B)
any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the date
of delivery of the applicable Exercise Notice and ending on the applicable Share Delivery Date. Nothing herein shall limit the 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 certificates representing shares of
Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise of this Warrant as required pursuant to the
terms hereof.


 






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(d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary, the Holder
may on or after the Initial Exercisability Date, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making
the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect
instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula
(a “Cashless Exercise”):


 


Net
Number = (A x B) - (A x C)


B


 


For
purposes of the foregoing formula:


 


A=
the total number of shares with respect to which this Warrant is then being exercised.


 


B=
as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise
Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day
or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours”
(as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of
the Holder, either (x) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
Exercise Notice, or (y) the Bid Price of the Common Stock on the principal trading market as reported by Bloomberg as of the time of
the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours”
on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading
hours” on a Trading Day) thereafter pursuant to Section 1(a) hereof or (iii) the Closing Sale Price of the Common Stock on the
date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed
and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.


 


C=
the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


For
purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, the Company hereby acknowledges and agrees
that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for
the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement.
The Company agrees not to take any position contrary to this Section 1(d).


 


(e)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in
accordance with Section 12.


 






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(f)
Limitations on Exercises.


 


(i)
Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of
any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and
conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving
effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99%
(the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to
such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder
and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties
plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised
portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible
preferred stock or warrants, including the other Subscription Warrants) beneficially owned
by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained
in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise
of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as
reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K
or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more
recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise
Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share
Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent
that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i),
to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to
such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as
soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares.
For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally
and in writing or by electronic mail 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 and any other Attribution Party since the date as of which the Reported Outstanding Share Number
was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant would result in the
Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the
number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued
by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership would exceed the Maximum Percentage
(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio and any portion of this Warrant
so exercised shall be reinstated, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably
practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise
price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase
or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any
such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered
to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any
other holder of Subscription Warrants that is not an Attribution Party of the Holder. For
purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall
not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the
Exchange Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective
or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f)(i) or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall
apply to a successor holder of this Warrant.


 






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(ii)
Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant,
and the Holders shall not have the right to receive upon exercise of this Warrant any shares of Common Stock, to the extent the issuance
of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue pursuant to the
terms of the Subscription Warrants without breaching the Company’s obligations under
the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply
in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the Principal Market for
issuances of Common Stock in excess of such amount. Until such approval is obtained, no Subscriber shall be issued in the aggregate,
pursuant to the terms of the Subscription Warrants, shares of Common Stock in an amount
greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the initial number of Warrant Shares
issuable upon exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant) and the denominator
of which is the sum of the initial number of Warrant Shares issuable upon exercise of this Warrant and the other Subscription Warrants
(without regard to any limitations or restrictions on exercise of this Warrant and the other Subscription Warrants) (with respect to
each Subscriber, the “Exchange Cap Allocation”). In the event that any holder
of Subscription Warrants shall sell or otherwise transfer any of the Holder’s Subscription Warrants or such transferee shall be
allocated a pro rata portion of such Holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to
such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder
of Subscription Warrants shall exercise all of such holder’s Subscription Warrants into a number of shares of Common Stock which,
in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange
Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange
Cap Allocations of the remaining holders of Subscription Warrants on a pro rata basis in proportion to the number of shares of Common
Stock underlying the Subscription Warrants then held by each such holder. In the event that the Company is prohibited from issuing any
Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f)(ii), then unless the
Holder elects to void such exercise, the Holder may, in exchange for cancellation of such Warrant Shares, require the Company to pay
to the Holder within two (2) Trading Days of the applicable attempted exercise, cash, by wire transfer of immediately available funds
pursuant to written wire instructions delivered by the Holder to the Company, in an amount equal to the product of (i) the number of
Warrant Shares that the Company is prohibited to deliver pursuant to this Section 1(f)(ii) and (ii) the highest Weighted Average Price
during the period beginning on the date of such attempted exercise and the date that the Company makes the applicable cash payment.


 


(g) Insufficient
Authorized Shares. From and after the Subscription Date, the Company shall reserve a number of authorized and otherwise unreserved
shares of Common Stock to satisfy its obligation to issue shares of Common Stock upon exercise of this Warrant equal to at least 150%
the maximum number of shares of Common Stock as shall be necessary to effect the exercise in full of all of this Warrant then outstanding
(without regard to any limitations or restrictions on exercise of this Warrant) (the “Required Reserve Amount”). The
Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata
among the holders of the Subscription Warrants based on number of shares of Common Stock issuable upon exercise of Subscription Warrants
held by each holder on the Issuance Date (without regard to any limitations or restrictions on exercise of this Warrant) or increase
in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder
shall sell or otherwise transfer any of such holder’s Subscription Warrants, each transferee shall be allocated a pro rata portion
of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold
any Subscription Warrants shall be allocated to the remaining holders of Subscription Warrants, pro rata based on the number of shares
of Common Stock issuable upon exercise of the Subscription Warrants then held by such holders (without regard to any limitations or restrictions
on exercise of this Warrant). If at any time while this Warrant remains outstanding the Company does not have a sufficient number of
authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least
a number of shares of Common Stock equal to the Required Reserve Amount (the failure to have such sufficient number of authorized and
unreserved shares of Common Stock, an “Authorized Share Failure”), then the Company shall immediately take all action
necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the
Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable
after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such
Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized
shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall
use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its
Board of Directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time
of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding
Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining
such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. In
the event that upon any exercise of this Warrant, the Company does not have sufficient authorized shares to deliver in satisfaction of
such exercise, then unless the Holder elects to void such attempted exercise, the Holder may, in exchange for cancellation of such Warrant
Shares, require the Company to pay to the Holder within two (2) Trading Days of the applicable attempted exercise, cash, by wire transfer
of immediately available funds pursuant to written wire instructions delivered by the Holder to the Company, in an amount equal to the
product of (i) the number of Warrant Shares that the Company is unable to deliver pursuant to this Section 1(g) and (ii) the highest
Weighted Average Price during the period beginning on the date of such attempted exercise and the date that the Company makes the applicable
cash payment.


 






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2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted
from time to time as follows:


 


(a)
Adjustment Upon Subdivision or Combination of Shares of Common Stock. If the Company at any time on or after the Subscription
Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of 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 on or after the Subscription Date
combines (by combination, reverse stock split or otherwise) one or more classes of 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 2(a) shall become effective at the close
of business on the date the subdivision or combination becomes effective.


 


(b)
Adjustment Upon Increase of Number of Shares Outstanding on a Fully Diluted Basis. If the Common Stock Deemed Outstanding Number
increases at any time after the Subscription Date, then, the number of Warrant Shares issuable upon exercise of this Warrant will be
proportionately increased (but not decreased), to the product of (x) the number of Warrant Shares issuable upon exercise of this Warrant
(without regard to any limitations or restrictions on exercise of this Warrant) immediately prior to such increase in the Common Stock
Deemed Outstanding Number, by (y) a fraction of which (A) the numerator is the Common Stock Deemed Outstanding Number immediately following
such increase and (B) the denominator is the Common Stock Deemed Outstanding Number immediately prior to such increase. Any adjustment
under this Section 2(b) shall become effective at the close of business on the date the Common Stock Deemed Outstanding Number increases.
Notwithstanding anything in this Section 2(b) to the contrary, no adjustment to the number of Warrant Shares shall be made if the increase
in the Common Stock Deemed Outstanding Number results as a result of an issuance or deemed issuance of (i) Common Stock at a price per
share, or at a conversion price, an exchange price or an exercise price that is equal to, or higher than, $1.564 (as adjusted for stock
splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits, or other similar events
related to the Common Stock occurring after the Subscription Date) or (ii) Excluded Securities.


 


(c)
Voluntary Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during
the term of this Warrant, with the prior written consent of the Required Holders, reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the Board of Directors of the Company.


 


3.
RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall, on or after the Subscription Date and on or prior to the Expiration
Date, declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to any or all holders of shares
of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities,
property, Options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “Distribution”), then the Holder will be entitled to such Distribution
as if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any
limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the
date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent
that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not be entitled
to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to such extent) and
the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto
would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder
shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution
held similarly in abeyance) to the same extent as if there had been no such limitation).


 






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4. PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Subscription Date
and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders of any class 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 or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage)
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 Common Stock are to be determined for the grant, issuance or sale of such Purchase
Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would
result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such Common Stock as a result of such Purchase
Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for the benefit of
the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the
Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on
such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had
been no such limitation).


 


(b) Fundamental
Transaction. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing
all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 4(b), including agreements
to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares
of capital stock 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 adjustments to the 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). Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for the Company (so that from and after the date of the applicable 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. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation
that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction,
in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections
3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable
Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor Entity (including its Parent Entity) which
the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised
immediately prior to the applicable Fundamental Transaction (without regard to any limitations or restrictions on exercise of this Warrant),
as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f) hereof,
the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit the Fundamental
Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the
consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or
other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time
after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common
Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall
continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of
stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) (collectively,
the “Corporate Event Consideration”) which the Holder would have been entitled to receive upon the happening of the
applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without
regard to any limitations or restrictions on exercise of this Warrant). The provision made pursuant to the preceding sentence shall be
in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and equally
to successive Fundamental Transactions and Corporate Events.


 






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5.
 NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par
value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Subscription
Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of
Common Stock, solely for the purpose of effecting the exercise of the Subscription Warrants,
the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Subscription
Warrants then outstanding (without regard to any limitations or restrictions on exercise of this Warrant).


 


6. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity
as the Holder of this Warrant, 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 stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding
this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders
of the Company generally, contemporaneously with the giving thereof to the stockholders.


 


7. REISSUANCE
OF WARRANTS.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as
the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company
shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.


 


(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,
for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant
Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares
as is designated by the Holder at the time of such surrender; provided, however, that no Subscription
Warrants for fractional Warrant Shares shall be given.


 






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(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right
to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or
Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other
new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii)
shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have
the same rights and conditions as this Warrant.


 


8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given
in accordance with Section 6.3 of the Subscription Agreement. The Company shall provide the Holder with prompt written notice of all
actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without
limiting the generality of the foregoing, the Company shall give written notice to the Holder (i) immediately upon any adjustment of
the Exercise Price and/or number of Warrant Shares issuable upon exercise of this Warrant (without regard to any limitations or restrictions
on exercise of this Warrant), setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least
ten (10) Business Days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities
or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock, (C) for determining rights
to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case that such information shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Required Holders. As long as the Required Holders is determined by clause (i) of such definition, any amendment
or change by the Company and the Required Holders in accordance with the immediately preceding sentence shall be binding on the Holder
and all holders of the Subscription Warrants. No waiver shall be effective unless it is in writing and signed by an authorized representative
of the waiving party.


 


10. 
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New
York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New
York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set
forth in Section 6.3 of the Subscription Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by
law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against
the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any
other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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11. 
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all of the Subscribers and
shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant.


 


12. 
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall cause the Transfer Agent to issue to the Holder the number of shares of Common Stock that is
not disputed and the Company shall submit the disputed determinations or arithmetic calculations via electronic mail within two (2) Business
Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company
are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within two (2) Business Days of
such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business
Days submit via electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected
by the Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed or (b) the disputed
arithmetic calculation of the Warrant Shares to an independent, outside accountant, selected by the Holder and approved by the Company,
such approval not to be unreasonably withheld, conditioned or delayed. The Company, at the Company’s expense, shall cause at its
expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company
and the Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations.
Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties
absent demonstrable error.


 


13. 
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief). No remedy contained herein shall
be deemed a waiver of compliance with the provisions giving rise to such remedy. Nothing herein shall limit the right of the Holder
to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss
and without any bond or other security being required.


 


14. 
TRANSFER.This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the
consent of the Company, except as may otherwise be required by Section 3.2(h) of the Subscription Agreement.


 


15. 
SEVERABILITY.If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended
to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall
not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without
material change, the original intentions of the Company and the Holder as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the Company or the Holder or the practical realization of the benefits that would otherwise be conferred upon the Company or the Holder.
The Company and the Holder will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


16. 
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless
the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating
to the Company or its Subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose such material,
nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material,
nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with
delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating
to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.


 






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17.
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands of an attorney for collection or
enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under
this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the company
or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then the Company shall pay the
costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership
or other proceeding, including, without limitation, attorneys’ fees and disbursements.


 


18. 
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Affiliate” shall have the meaning ascribed to such term in Rule 405 of the Securities Act.


 


(b)
“Attribution Parties” means, collectively, the following Persons: (i) any investment vehicle, including, any funds,
feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised
by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder
or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the
foregoing and (iv) any other Person whose beneficial ownership of the Common Stock would or could be aggregated with the Holder’s
and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to
subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(c)
“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the
Common Stock is then listed or quoted on an Eligible Market, the bid price of the Common Stock for the time in question (or the nearest
preceding date) on the Eligible Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if 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 Open Market (f/k/a OTC Pink) 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 (c) in all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and
reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


(d)
“Bloomberg” means Bloomberg Financial Markets.


 


(e)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New
York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not
be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee”  or any other similar orders or restrictions or the closure of any physical branch locations at the direction of
any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The
City of New York, New York generally are open for use by customers on such day.


 






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(f)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing
bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the
Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00 p.m., New York time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the
last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade
price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of
the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the Pink Open Market (f/k/a OTC
Pink) published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices). If
the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then such dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction relating to the Common Stock during the applicable
calculation period.


 


(g)
“Common Stock” means (i) the Company’s shares of common stock, par value $0.0001 per share, and (ii) any
capital stock into which such Common Stock shall be changed or any capital stock resulting from a reorganization, recapitalization or
reclassification of such Common Stock.


 


(h)
“Common Stock Deemed Outstanding Number” means, at any given time, the number of shares of Common Stock outstanding
calculated on a fully diluted basis, as if all Convertible Securities issued as of such time had been fully converted into the maximum
number of shares of Common Stock issuable upon conversion thereof (without regard to any limitations or restrictions on conversion set
forth therein) as of such time and any Options issued as of such time had been fully exercised into the maximum number of shares of Common
Stock and/or Convertible Securities (without regard to any limitation on exercise set forth therein) and the resulting Convertible Securities
issuable upon exercise thereof, if any, fully converted into the maximum number of shares of Common Stock issuable upon conversion thereof
(without regard to any limitations or restrictions on conversion set forth therein) as of such time, but excluding any Common Stock owned
or held by or for the account of the Company or issuable upon exercise of the Subscription Warrants; provided, however,
that in order to determine the Common Stock Deemed Outstanding Number (i) only fifty percent (50%) of any shares of Common Stock (x)
issuable upon exercise of any Warrants issued by the Company on August 1, 2017 in its initial public offering outstanding as of the applicable
date of determination and (y) underlying any unvested restricted stock units issued by the Company on or prior to the Subscription Date
outstanding as of the applicable date of determination, (ii) one hundred percent (100%) of any shares of Common Stock underlying any
unvested restricted stock units issued by the Company after the Subscription Date outstanding as of the applicable date of determination
and (iii) for the avoidance of doubt, any shares of Common Stock issuable upon exercise of any Warrants issued by the Company on or about
the same date as the Issuance Date to [     ]. or any of its Affiliates outstanding as of the applicable date of determination,
in each case, without any restriction on limitation on such exercise or issuance, shall be counted towards the Common Stock Deemed Outstanding
Number.


 


(i)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into
or exercisable or exchangeable for shares of Common Stock.


 


(j)
“Eligible Market” means the Principal Market, The New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global
Select Market, or the NYSE American, or any successor to any of the foregoing.


 


(k)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 






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(l)
“Excluded Securities” means (i) shares of Common Stock or standard Options to purchase Common Stock issued to directors,
officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to any employee benefit
plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof, provided that (A) all
such issuances (taking into account the shares of Common Stock issuable upon exercise of such Options) after the Subscription Date pursuant
to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the
Subscription Date and (B) the exercise price of any such Options is not lowered, none of such Options are amended to increase the number
of shares issuable thereunder, the terms of such Options are not extended and none of the terms or conditions of any such Options are
otherwise materially changed in any manner that adversely affects any of the Subscribers; and (ii) shares of Common Stock issued upon
the conversion or exercise of Convertible Securities (other than standard Options to purchase Common Stock that are covered by clause
(i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard
Options to purchase Common Stock approved by the board of directors of the Company prior to or subsequent to the date hereof that are
covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock
approved by the board of directors of the Company prior to or subsequent to the date hereof that are covered by clause (i) above) are
amended to increase the number of shares issuable thereunder, the terms of such Convertible Securities are not extended and none of the
terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock approved by the board of
directors of the Company prior to or subsequent to the date hereof that are covered by clause (i) above) are otherwise materially changed
in any manner that adversely affects any of the Subscribers.


 


(m)
“Expiration Date” means the date eighty-four (84) months after the Initial Exercisability Date or, if such date falls
on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next day that is not a Holiday.


 


(n)
“Financing Agreement” shall have the meaning ascribed to such term in the Subscription Agreement.


 


(o)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject
to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that
is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of
Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject
Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock
such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or
exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding
shares of Common Stock, or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby such Subject Entities,
individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the
outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or
Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding;
or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in
Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify
its Common Stock, (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one
or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common
Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such
Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding,
or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity
securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring
other stockholders of the Company to surrender their shares of Common Stock without approval of the stockholders of the Company or (C)
that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions,
the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the
intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.


 


(p)
“Group” means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule
13d-5 thereunder.


 






    14


     


    

 


(q)
“Initial Exercisability Date” means January 31, 2022; provided, however, that if an Event of Default
occurs (as defined in the Financing Agreement and described in Section 3.1(o) of the Subscription Agreement) shall occur prior to such
date, the Initial Exercisability Date shall be the date of the occurrence of such Event of Default.


 


(r)
“Lead Investor” means Monroe Capital Opportunistic Private Credit Master Fund SCSp.


 


(s)
“Options” means any rights, warrants or options to subscribe for or purchase (i) shares of Common Stock or (ii) Convertible
Securities.


 


(t)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common capital stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by
the Required Holders, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the
Person or entity designated by the Required Holders or in the absence of such designation, such Person or such entity with the largest
public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(u)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.


 


(v)
“Principal Market” means The Nasdaq Capital Market.


 


(w)
“Required Holders” means (i) as long as the Lead Investor together with its Affiliates hold at least a majority of
the shares of Common Stock underlying the Subscription Warrants then outstanding (without
regard to any limitations or restrictions on exercise of this Warrant), the holders of the Subscription
Warrants representing at least a majority of the shares of Common Stock underlying the Subscription
Warrants then outstanding (without regard to any limitations or restrictions on exercise of this Warrant) and shall include the
Lead Investor so long as the Lead Investor or any of its Affiliates holds any Subscription Warrants
and (ii) thereafter, the Holder.


 


(x)
“Securities Act” means the Securities Act of 1933, as amended.


 


(y)
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the principal
securities exchange or securities market on which the Common Stock is then traded as in effect on the date of delivery of the applicable
Exercise Notice.


 


(z)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(aa)
“Subsidiary” shall have the meaning ascribed to such term in the Financing Agreement.


 


(bb)
“Successor Entity” means one or more Person or Persons (or, if so elected by the Required Holders, the Company or
Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected
by the Required Holders, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


(cc)
“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market
is not the principal trading market for the Common Stock on such day, then on the principal securities exchange or securities market
on which the Common Stock is then traded.


 


(dd)
“Weighted Average Price” means for any security as of any date, the dollar volume-weighted average price for such
security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market
publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function or,
if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces
is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security
by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers
for such security as reported in the OTC Link or Pink Open Market (f/k/a OTC Pink) published by the OTC Markets Group, Inc. (or similar
organization or agency succeeding to its functions of reporting prices). If the Weighted Average Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being
substituted for the term “Exercise Price.” All such determinations to be appropriately adjusted for any stock dividend, stock
split, stock combination, reclassification or other similar transaction relating to the Common Stock during the applicable calculation
period.


 


[Signature
Page Follows]


 




    15


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out
above.


 


	 	AMERICAN
    VIRTUAL CLOUD TECHNOLOGIES, INC.
	 	 
	 	By:	 
	 	 	Name:
    
	 	 	Title:



 



    16


     


    

EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


 


American
Virtual Cloud Technologies, Inc.


 


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant
to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


	 	☐	 a “Cash
    Exercise” with respect to _________________ Warrant Shares; and/or
	 	 	 
	 	☐	a “Cashless Exercise” with respect
    to _______________ Warrant Shares, resulting in a delivery obligation of the Company to the
    Holder of __________ shares of Common Stock representing the applicable Net Number.



 


2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in
accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.


 


4.
Please issue the Common Stock into which the Warrant is being exercised to the Holder, or for its benefit, as follows:


 


☐ Check here if requesting delivery as a certificate to the following name and to the following address:




 


	 	Issue to: 	 	 
	 	 	 	 



 


	 	Address: 	 	 



 


	 	Telephone Number:  	 	 



 


☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:




 


	 	DTC Participant:  	 	 



 


	 	DTC Number: 	 	 



 


	 	Account Number:  	 	 


 


	 	Authorization:
	 	 
	 	By:	                                  	 
	 	Title:	 
	 	 	 
	 	Dated: 	 



 	 	Account
Number (if electronic book entry transfer):  	 	 




 


	 	Transaction
Code Number (if electronic book entry transfer):   	 	 



 


Date:
_______________ __, ______


 


	 	 	 
	 	Name of Registered Holder	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 




    17


     


    

 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs Continental
Stock Transfer & Trust Company, as the Company’s transfer agent, to issue the above indicated
number of shares of Common Stock.


 


	 	AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


18