Exhibit
10.2


 


EXECUTION
COPY


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


 


	Warrant
    Shares: ___________	Initial
    Exercise Date: April 9, 2021


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________, or its
assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior
to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”)
but not thereafter, to subscribe for and purchase from Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”),
up to ______________ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase
price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued
pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated April 9, 2021, entered into as
of the Initial Exercise Date between the Company and the purchasers, including the initial Holder, party thereto.


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase
Agreement. For purposes of this Agreement, the following words and phrases have the meanings set forth in this Section 1:


 


“Option”
shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.


 


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 Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of
the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books
of the Company) of a duly executed copy of the Notice of Exercise Form annexed hereto. Within two Trading Days following the date
of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice
of Exercise by wire transfer or cashier’s check drawn on a United States bank, unless the cashless exercise procedure specified
in Section 2(c) below is specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary
(although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), 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 two 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 Form within one Trading Day of delivery of
such notice. The Holder by acceptance of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions
of this Section 2(a), 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.


 




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(b)
Exercise Price. The initial exercise price per share of the Common Stock under this Warrant shall be equal to $0.01 per
share, subject to adjustment under Section 3 (the “Exercise Price”).


 


(c)
Cashless Exercise. If at any time after the six month anniversary of the Initial Exercise Date, there is no effective registration
statement covering the resale of the Warrant Shares at prevailing market prices (not a fixed price) by the Holder (or the prospectus
does not meet the requirements of Section 10 of the Securities Act), then this Warrant may also be exercised at the Holder’s
election, in whole or in part and in lieu of making the cash payment otherwise contemplated to be made to the Company upon such
exercise, 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 number obtained by dividing [(A - B) times (C)] by (A), where:


 


	 	(A)	=	the
    greater of (i) the arithmetic average of the VWAPs for the five consecutive Trading Days ending on the date immediately preceding
    the date on which the Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in
    the applicable Notice of Exercise or (ii) the VWAP for the Trading Day immediately prior to the date on which the Holder makes
    such “cashless exercise” election;
	 	 	 	 
	 	(B)	=	the
    Exercise Price of this Warrant, as adjusted hereunder, at the time of such exercise; and
	 	 	 	 
	 	(C)	=	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;


 


“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)) (or a similar organization or agency succeeding
to its functions of reporting prices), (b) if no volume weighted average price of the Common Stock is reported for the Trading
Market, the most recent reported bid price per share of the Common Stock, 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 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.


 




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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 characteristics of the Warrants being exercised, and the holding period
of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any
position contrary to this Section 2(c).


 


Notwithstanding
anything herein to the contrary, if on the Termination Date (unless the Holder notifies the Company otherwise) if there is no
effective registration statement covering the resale of the Warrant Shares at prevailing market prices (not a fixed price) by
the Holder, then this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).


 


(d)
Mechanics of Exercise.


 


(i)
Delivery of Certificates Upon Exercise. Certificates for the shares of Common Stock purchased hereunder shall be transmitted
to the Holder by the Transfer Agent by crediting the account of the Holder’s prime broker with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such
system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, or
otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is two Trading
Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) payment of the aggregate Exercise Price
as set forth above (unless by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”).
The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with
payment to the Company of the Exercise Price (or by cashless exercise, if permitted). The Company understands that a delay in
the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation
to the Holder for such loss, the Company agrees to pay, subject to Section 5(k)(i) but not Section 5(k)(ii) (as
liquidated damages and not as a penalty), to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the
proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the fifth Trading Day) after the Warrant
Share Delivery Date for each $1,000 of the value of the Warrant Shares for which this Warrant is exercised (based on the Exercise
Price) which are not timely delivered. In no event shall liquidated damages for any one transaction exceed $1,000 for the first
10 Trading Days. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company
fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or
part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder
shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant,
except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given
to the Company or the date the Warrant Shares are delivered to the Holder, whichever date is earlier.


 


(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, at the time of delivery of the certificate or certificates representing 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 to this Warrant. Unless the Warrant has been fully
exercised, the Holders shall not be required to surrender this Warrant as a condition of exercise.


 




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(iii)
Rescission Rights. If the Company fails to deliver the Warrant Shares or cause the Transfer Agent to transmit to the Holder
a certificate or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery
Date, then the Holder will have the right, at any time prior to issuance of such Warrant Shares, to rescind such exercise.


 


(iv)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to deliver the Warrant Shares, or cause the Transfer Agent to transmit to the Holder the certificate
or certificates representing the Warrant Shares 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 pay in cash
to the Holder the amount as provided under Section 4.1(d) of the Purchase Agreement. 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 certificates representing 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 certificates for 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 certificate including any charges of
any clearing firm, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the
name of the Holder or in such name or names as may be directed by the Holder. The Company shall pay all Transfer Agent fees required
for same-day processing of any Notice of Exercise. The Company shall (A) pay the reasonable legal fees of the Holder’s choice
(in an amount not to exceed $500 per opinion, and not more often than once per week) in connection with the exercise of the Warrants,
(B) cause its attorneys to promptly provide any reliance opinion to the Transfer Agent, and (C) pay the Holder the sums required
under Section 2(d)(iv).


 


(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.


 




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(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), 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 shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any
other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates.
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 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 of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall be entitled to rely on such Holder’s determination and shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e),
in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common
Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may
be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent
setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall
within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% 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 not less than 61 days’ prior notice to the Company, may increase the Beneficial
Ownership Limitation provisions of this Section 2(e) solely with respect to the Holder’s Warrant, provided that the
Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of 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 such increase will not be effective until the 61st day after such notice
is delivered to the Company. The Holder may also decrease the Beneficial Ownership Limitation provisions of this Section 2(e)
solely with respect to the Holder’s Warrant at any time, which decrease shall be effectively immediately upon delivery
of notice 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.


 




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(f)
Mandatory Exercise. Beginning from the Initial Exercise Date, the Company shall have the option, subject to the Equity
Conditions, to cause the Holder to exercise the Warrant (“Mandatory Exercise”) in whole or in part upon written notice
(“Mandatory Exercise Notice”). For purposes of this Warrant, “Equity Conditions” means: (i) no breach
under any of the Transaction Documents shall have occurred, (ii) the last closing sale price of the Common Stock has been equal
to or greater than $0.10. per share (subject to adjustments for splits, dividends, recapitalizations and similar events) for consecutive
10 Trading Days immediately prior to the date on which the Mandatory Exercise Notice is given to the Holder (the “10 Day
Consecutive Period”), (iii) the total daily trading dollar volume was, on average, at least $500,000, during the 10 Day
Consecutive Period, and (iv) during each day of the 10 Day Consecutive Period and through the date of the Mandatory Exercise shall
occur, the Company must have an effective registration statement with a current prospectus in compliance with Sections 5 and 10
of the Securities Act on file with the SEC pursuant to which the Warrant Shares may be sold (other than at a fixed price). The
Mandatory Exercise Notice shall specify a date, which shall not be less than 30 days from the date such Mandatory Exercise Notice
is received by the Holder on which such Mandatory Exercise shall occur. The Company’s right to require a Mandatory Exercise
shall be subject to and may be limited by Section 2(e) above.


 


(g)
Company Purchase Option. If the Holder fails to meet its obligations under Section 2(f) above (for any reason, including
the limitations under Section 2(e), the Company has the option to purchase this Warrant from the Holder by paying to the Holder
an amount in cash equal to the Purchase Option Black Scholes Value (as defined herein) of the remaining unexercised portion of
this Warrant. “Purchase Option Black Scholes Value” means the value of the unexercised portion of this Warrant based
on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. determined as of the
day the Company issues its Mandatory Exercise Notice (the “Applicable Date”) and reflecting (A) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant, (B) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg L.P. as of the Applicable
Date, (C) the underlying price per share used in such calculation shall be the average of the closing prices during the 20 Day
Consecutive Period and (D) a remaining option time equal to the remaining underexercised period of this Warrant.


 


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 or pursuant to any of the other Transaction Documents), (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 Equity Sales. If and whenever on or after the Initial Exercise Date, the Company issues or sells, or in accordance
with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares
of Common Stock owned or held by or for the account of the Company, issued or sold or deemed to have been issued or sold) for
a consideration per share (the “Base Share Price”) less than a price equal to the Exercise Price in effect
immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein
as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after
such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Base Share Price. For all
purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the Base Share Price under
this Section 3(b)), the following shall be applicable:


 




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(i)
Issuance of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which
one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange
of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than
the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i),
the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon
conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant
to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise
of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or
otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common
Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or
payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant
to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder
of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made
upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or
otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities.


 


(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest
price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof
or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities
for such price per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share
of Common Stock is issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise
or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth
in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or
otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security
(or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received
or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated
below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon
conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance
or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is
to be made pursuant to other provisions of this Section 3(b), except as contemplated below, no further adjustment of the
Exercise Price shall be made by reason of such issuance or sale.


 




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(iii)
Change in Option Price or Rate of Conversion. If (A) the purchase or exercise price provided for in any Options, (B) the
additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or (C)
the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases
or decreases at any time (in each case (A), (B) and (C) other than (x) proportional changes in conversion or exercise prices,
as applicable, in connection with an event referred to in Section 3(a) and (y) automatic adjustments to such terms pursuant
to anti-dilution, default or similar provisions of such Option or Convertible Securities including for the avoidance of doubt
the adjustments resulting from a Triggering Event (as defined in the Series E COD)), the Exercise Price in effect at the time
of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options
or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased
conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(b)(iii),
if the terms of any Option or Convertible Security that was outstanding as of the Initial Closing are increased or decreased in
the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common
Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such
increase or decrease.


 


(iv)
Calculation of Consideration Received. If any Option is issued in connection with the issuance or sale of any other securities
of the Company together comprising one integrated transaction in which no specific consideration is allocated to such Option by
the parties thereto, the Options will be deemed to have been issued for a consideration of $0.006. If any shares of Common Stock,
Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received
therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock,
Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received
by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities,
in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs
of such security for each of the five Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options
or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company
is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets
and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities.
The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and
the Holder. If such parties are unable to reach agreement within 10 days after the occurrence of an event requiring valuation
(the “Valuation Event”), the fair value of such consideration will be determined within five Trading Days after
the 10th day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company
and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error. If such
appraiser’s valuation differs by less than 5% from the Company’s proposed valuation, the fees and expenses of such
appraiser shall be borne by the Holder, and if such appraiser’s valuation differs by more than 5% from the Company’s
proposed valuation, the fees and expenses of such appraiser shall be borne by the Company.


 


(v)
Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A)
to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to
subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be
the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase (as the
case may be).


 


(vi)
No adjustment pursuant to this Section 3(b) shall be made if such adjustment would result in an increase of the Exercise
Price then in effect.


 




    	8



    	 



    

 


(vii)
Notwithstanding anything to the contrary herein, no adjustment pursuant to this Section 3(b) shall be made in respect of
an Exempt Issuance. “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees,
officers or directors of the Company, in an aggregate amount not to exceed 10% of shares of Common Stock outstanding pursuant
to any stock or option plan duly adopted for such purpose by the Board of Directors, (b) (A) securities issuable upon the exercise
or exchange of or conversion of the Series E Shares and/or (B) other securities issuable pursuant to existing agreements, exercisable
or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of the Initial Closing, provided
that such securities have not been amended since the Initial Closing to increase the number of such securities or to decrease
the exercise price, exchange price or conversion price of such securities (other than (1) in connection with stock dividends,
stock splits or combinations or (2) automatic adjustments to such terms pursuant to anti-dilution, default or similar provisions
of such securities, including for the avoidance of doubt the adjustments resulting from a Triggering Event (as defined in the
Series E COD)) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions
approved by a majority of the directors of the Company, provided that any such issuance shall only be to an entity (or to the
equity holders of an entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business
synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in securities, or (d) securities issued for bona fide services provided
to the Company not for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


(c)
Full Ratchet Increase in Warrant Shares. For 24 months from the Initial Exercise Date, whenever the Exercise Price is adjusted
under Section 3(b), the number of Warrant Shares shall be increased on a full ratchet basis to the number of shares of
Common Stock determined by multiplying the Exercise Price then in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by
the Exercise Price resulting from such adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately
prior to such Dilutive Issuance, F is the Exercise Price in effect immediately prior to such Dilutive Issuance, and G is the Base
Share Price, the adjustment to the number of Warrant Shares can be expressed in the following formula: Total number of Warrant
Shares after such Dilutive Issuance = the number obtained from dividing [E x F] by G. For the avoidance of doubt, the price protection
(but not the full ratchet increase in Warrant Shares) provided for under this Agreement shall survive after there are no Series
E Shares outstanding.


 


(d)
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). Notwithstanding the foregoing, no
Purchase Rights will be made under this Section 3(d) in respect of an Exempt Issuance.


 




    	9



    	 



    

 


(e)
Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders
of Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights
or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(d)),
then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the
record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator
shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record
date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In
either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of
indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made
whenever any such distribution is made and shall become effective immediately after the record date mentioned above.


 


(f)
Fundamental Transaction.


 


(i)
If, at any time while this Warrant is outstanding, (1) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (2) 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, (3) 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,
(4) 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, (5) 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 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 (without regard to any limitation on the exercise of this Warrant), at the option of the Holder
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 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 not effect a Fundamental
Transaction unless it gives the Holder at least 10 Trading Days prior notice together with sufficient details so the Holder can
make an informed decision as to whether it elects to accept the Alternate Consideration. If a public announcement of the Fundamental
Transaction has not been made, the notice to the Holder may not be given until the Company files a Form 8-K or other report disclosing
the Fundamental Transaction.


 




    	10



    	 



    

 


(ii)
Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined
below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation
of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black
Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction
or (ii) the positive difference between the cash per share paid in such Fundamental Transaction minus the then in effect Exercise
Price. “Black Scholes Value” means the value of the unexercised portion of this Warrant based on the Black
and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. determined as of the day of consummation
of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction
and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the
HVT function on Bloomberg L.P. as of the Trading Day immediately following the public announcement of the applicable Fundamental
Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered
in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a
remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction
and the Termination Date.


 


(iii)
If Section 3(f)(i) and (ii) are not applicable, 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 and the other Transaction Documents in accordance with the provisions of this Section 3(f)(iii)
pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without
unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, 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 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 prior to such Fundamental
Transaction (without regard to any limitation on the exercise of this Warrant), 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 and the other Transaction Documents 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 and the other Transaction Documents with the same effect as if such Successor Entity
had been named as the Company herein.


 


(g)
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.


 




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(h)
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, following any required public disclosure of the event by press release or on Form 8-K, email to the
Holder 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. The Holder may supply an email address to the Company
and change such address.


 


(ii)
Notice to Allow Exercise by the 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, 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 deliver to the Holder at its last
address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of
the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to email such notice or any defect therein or in the emailing
thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries
(as determined in good faith by the Company), 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.


 


Section
4. Transfer of Warrant.


 


(a)
Transferability. Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement,
this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney. Upon such surrender,
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. 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. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall
be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant
Shares issuable pursuant thereto.


 




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(c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.


 


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 other than as explicitly 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. In no event shall the
Holder be required to deliver a bond or other security.


 


(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 Trading Day, then, such action may be taken or such right may be exercised on the next
succeeding Trading Day.


 


(d)
Authorized Shares. The Company covenants that during the period this Warrant is outstanding, it will reserve from its authorized
and unissued Common Stock, free of preemptive rights the number of Warrant Shares issuable upon exercise of this Warrant in accordance
with Section 4.9 of the Purchase Agreement. 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.


 


In
addition to any other remedies provided by this Warrant or the Purchase Agreement, if the Company at any time fails to meet this
reservation of Common Stock requirement within 45 days after written notice from the Holder, it shall pay, subject to Section
5(k), the Holder as partial liquidated damages and not as a penalty a sum equal to $500 per day for each $100,000 of the Holder’s
Subscription Amount (or the original purchaser if the Holder is a transferee of the Warrants, provided that, for purposes of Section
5(k)(i), as to the Company’s continuing obligation to pay any partial liquidated damages or other amounts owing hereunder,
only the Holder’s instruments or securities shall be considered and for purposes of Section 5(k)(ii), the numerator
shall include only the Securities then-held by the Holder, and the denominator shall include only the original purchaser’s
Subscription Amount). The Company shall not enter into any agreement or file any amendment to its Articles of Incorporation (including
the filing of a Certificate of Designation) which conflicts with this Section 5(d) while the Series E Shares (as defined
in the Purchase Agreement) and Warrants remain outstanding.


 




    	13



    	 



    

 


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 Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above
the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares
upon the exercise of this Warrant and (iii) use best efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under
this Warrant.


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction thereof.


 


(e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the provisions of the Purchase Agreement.


 


(f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered
or if not exercised on a cashless basis when Rule 144 (or any successor law or rule) is available, may have restrictions upon
resale imposed by state and federal securities laws.


 


(g)
Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the
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 or the Purchase Agreement, 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 notice, request or other document required or permitted to be given or delivered to the Holder by the Company
shall be delivered in accordance with the notice provisions of the Purchase Agreement.


 


(i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


 




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(j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate or that there
is no irreparable harm and not to require the posting of a bond or other security.


 


(k)
Liquidated Damages.


 


(i)
The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is
a continuing obligation of the Company, provided, however, that, as to each Holder, such obligations shall terminate when such
Holder (i) ceases to hold the instrument or security pursuant to which such partial liquidated damages or other amounts are due
and payable for any reason including, but not limited to, conversion, exercise, redemption or exchange and (ii) is paid all of
the liquidated damages or other amounts due.


 


(ii)
Except as otherwise provided herein, the Company’s obligations to pay any partial liquidated damages or other amounts owing
under the Transaction Documents to any particular Holder shall be limited to the product of (i) the partial liquidated damages
or other amounts that would be owing under the Transaction Documents (excluding the effect of this Section 5(k)(ii)) multiplied
by (ii) a fraction (A) the numerator of which is the equal to the total of the Stated Value of the Series E Shares (as defined
in the Series E COD) then-held by such Holder plus the value of the Warrant Shares (based on the Warrant Exercise Price) then-issuable
to such Holder under such Holder’s Warrant and (B) the denominator of which is equal to such Holder’s Subscription
Amount (or the original purchaser if the Holder is a transferee of the Warrants).


 


(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 of Warrant Shares.


 


(m)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and Holders of 51% of the outstanding Warrants issued pursuant to the Purchase Agreement.


 


(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]


 






    	15



    	 



    

 






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.


 


	 	TRANSPORTATION
    AND LOGISTICS SYSTEMS, INC.
	 	 	 
	 	By:	 
	 	Name:	John
    Mercadante, Jr.
	 	Title:	Chief
    Executive Officer


 




    	16



    	 



    

 


NOTICE
OF EXERCISE


 


TO:
TRANSPORTATION AND LOGISTICS SYSTEMS,
INC.


 


(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 a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name
as is specified below:


 


	 	 	 


 


(4)
After giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.


 


The
Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


SIGNATURE
OF HOLDER


 


Name
of Investing Entity: ________________________________________________________________


Signature
of Authorized Signatory of Investing Entity: __________________________________________


Name
of Authorized Signatory: ____________________________________________________________


Title
of Authorized Signatory: _____________________________________________________________


Date:
________________________________________________________________________________


 




    	17



    	 



    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute


this
form and supply required information.


Do
not use this form to exercise the warrant.)


 


TRANSPORTATION
AND LOGISTICS SYSTEMS, INC.


 


FOR
VALUE RECEIVED, ____ all of or _______ shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________________
whose address is


 


_______________________________________________________________


 


_______________________________________________________________


 


	 	 	Dated:
    ______________, _______
	 	 	 	 
	 	Holder’s
    Signature:	 	 
	 	 	 	 
	 	Holder’s
    Address:	 	 
	 	 	 	 
	 	 	 	 


 


Signature
Guaranteed: ___________________________________________


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.


 




    	18