Exhibit
4.14


 


GENERATION
ALPHA, INC.


 


WARRANT
TO PURCHASE COMMON STOCK


 


	Warrant
    No. 2021-01	 	Original
    Issue Date: March 30, 2021


 


Generation
Alpha, Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, Sichenzia
Ross Ference LLP or its permitted registered assigns (the “Holder”), is entitled to purchase from the
Company up to a total of 4,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”),
of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)
at an exercise price per share equal to $0.001 per share (as adjusted from time to time as provided in Section 9 herein,
the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants
to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time
and from time to time on or after March 30, 2021 (the “Original Issue Date”) and through and including
5:30 P.M., New York City time, on March 30, 2026 (the “Expiration Date”), and subject to the following
terms and conditions:


 


1.
Definitions. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Affiliate” means any Person directly or indirectly controlled by, controlling or under common control with,
a Holder, but only for so long as such control shall continue. For purposes of this definition, “control” (including,
with correlative meanings, “controlled by,” “controlling” and “under common control with”)
means, with respect to a Person, possession, direct or indirect, of (a) the power to direct or cause direction of the management
and policies of such Person (whether through ownership of securities or partnership or other ownership interests, by contract
or otherwise), or (b) at least 50% of the voting securities (whether directly or pursuant to any option, warrant or other similar
arrangement) or other comparable equity interests.


 


(b)
“Commission” means the United States Securities and Exchange Commission.


 


(c)
“Closing Sale Price” means, for any security as of any date, the last trade price for such security on the
Principal Trading Market for such security, as reported by Nasdaq.com, or, if such Principal Trading Market begins to operate
on an extended hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00
P.M., New York City time, as reported by Nasdaq.com, or if the foregoing do not apply, the last trade price of such security in
the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or,
if no last trade price is reported for such security by Bloomberg Financial Markets, the average of the bid and ask prices, of
any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC. If the Closing Sale Price
cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale 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 the Board of Directors of the Company shall use its good
faith judgment to determine the fair market value. The determination of the Board of Directors of the Company shall be binding
upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during the applicable calculation period.


 


(d)
“Principal Trading Market” means the national securities exchange or other trading market on which the Common
Stock is primarily listed on and quoted for trading, which, as of the Original Issue Date, shall be the OTCQB.


 


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


 


(f)
“Trading Day” means any weekday on which the Principal Trading Market is open for trading.


 




    	 



    	 



    

 


(g)
“Transfer Agent” means Action Stock Transfer Corp., the Company’s transfer agent and registrar for the
Common Stock, and any successor appointed in such capacity.


 


2.
Registration of Warrants. The Company shall register this Warrant, upon records to be maintained by or on behalf of the
Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include
the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder) 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.


 


3.
Registration of Transfers. Subject to compliance with all applicable securities laws, the Company shall, or will cause
its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of
this Warrant, and payment for all applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant to
purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”)
evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant
by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of
the New Warrant that the Holder has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to, prepare,
issue and deliver at the Company’s own expense any New Warrant under this Section 3. Until due presentment for registration
of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall
not be affected by any notice to the contrary.


 


4.
Exercise and Duration of Warrants.


 


(a)
All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of
this Warrant at any time and from time to time on or after the Original Issue Date and through and including 5:30 P.M., New York
City time, on the Expiration Date, subject to the conditions and restrictions contained in this Warrant. At 5:30 P.M., New York
City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no
value and this Warrant shall be terminated and no longer outstanding.


 


(b)
The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule
1 hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price
for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise”
if so indicated in the Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered
to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” 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 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.


 


5.
Delivery of Warrant Shares.


 


(a)
Upon exercise of this Warrant, the Company shall promptly (but in no event later than two Trading Days after the Exercise Date),
upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)
through its Deposit Withdrawal Agent Commission system, or if the Transfer Agent is not participating in the Fast Automated Securities
Transfer Program (the “FAST Program”), 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 shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Holder, or any natural
person or legal entity (each, a “Person”) permissibly so designated by the Holder to receive Warrant
Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the
date such Warrant Shares are credited to the Holder’s or the Holder’s designee’s DTC account or the date of
delivery of the certificates evidencing such Warrant Shares, as the case may be.


 




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(b)
To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject
to the terms hereof (including the limitations set forth in Section 12 below) 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. 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 the Warrant Shares upon exercise of the
Warrant as required pursuant to the terms hereof.


 


6.
Charges, Taxes and Expenses. Issuance and delivery of the Warrant Shares upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect of the issuance
of the Warrant Shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of Warrant
Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all
other tax liabilities that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise
hereof.


 


7.
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and,
in each case, a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant
under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then
the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue
the New Warrant.


 


8.
Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares
upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon
the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than
the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant
Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price (or upon a “cashless
exercise” pursuant to Section 10) in accordance with the terms hereof, be duly and validly authorized, issued and
fully paid and nonassessable. The Company will take all commercially reasonable actions as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of any securities exchange or automated quotation system upon which the Common Stock may be listed.


 


9.
Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section 9.


 


(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on
its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii)
subdivides its outstanding shares of Common Stock into a larger number of shares, or (iii) combines its outstanding shares of
Common Stock into a smaller number of shares, then in each such case, the Exercise Price shall be multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding immediately before such event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or combination.


 




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(b)
Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common
Stock for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered
by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each
case, “Distributed Property”), then, upon any exercise of this Warrant that occurs after the record date fixed
for determination of stockholders entitled to receive such distribution, the Holder shall be entitled to receive, in addition
to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have
been entitled to receive in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares
immediately prior to such record date without regard to any limitation on exercise contained therein. Notwithstanding anything
herein to the contrary, the foregoing provisions in this Section 9(b) shall not apply to, or be triggered by, any rights
issued by the Company (either separately or that attach to any securities of the Company) in connection with any stockholders
rights agreement, poison pill or other similar anti-takeover provision under the Company’s certificate of incorporation,
bylaws or other documents.


 


(c)
Fundamental Transactions. If, at any time while this Warrant is outstanding, the Company effects a “Fundamental
Transaction” (to be defined as (i) any merger or consolidation of the Company with or into another Person, (ii) any
sale of all or substantially all of the Company’s and its subsidiaries’ assets, taken as a whole, (iii) any reclassification
of the Common Stock (other than a change to par value, or from par value to no par value or changes resulting from a combination
or subdivision), or (iv) any statutory exchange of the outstanding shares of Common Stock, as a result of which, the holders of
the Common Stock would be entitled to receive, or their Common Stock would be converted into, or exchanged for, shares, stock,
other securities, or other property or assets (including cash or any combination thereof), then, to the extent then permitted
under applicable laws, rules and regulations (including the rules of the Nasdaq Stock Market or any exchange on which the Common
Stock is then listed), 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, the
same kind and amount of securities, cash, assets or property as it would have been entitled to receive upon the occurrence of
such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant
Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the
“Alternate Consideration”), and after receipt of such Alternate Consideration, the obligations of the
Company, surviving entity or corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person
shall be deemed satisfied in full and this Warrant terminated with respect to the portion so exercised. The Company shall not
effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the
Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or
Person shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing
provisions, the Holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this Section
9(c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.


 


(d)
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section
9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e)
Calculations. All calculations under this Section 9 shall be rounded down to the nearest whole cent or the nearest
whole share, as applicable.


 




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(f)
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense
will, at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted
number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


(g)
Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or
warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters
into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary
dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall
be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such transaction
at least five (5) Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock
in order to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice
or any defect therein shall not affect the validity of the corporate action required to be described in such notice. In addition,
if while this Warrant is outstanding, the Company authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction contemplated by Section 9(c), other than a Fundamental Transaction under
clause (iii) of Section 9(c), the Company shall deliver to the Holder a notice of such Fundamental Transaction at least ten (10)
Trading Days prior to the date such Fundamental Transaction is consummated. To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding the Company or any of its subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K.


 


10.
Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds by wire transfer to an
account designated by the Company; provided, however, that upon the Holder’s election, the Holder may, in its sole discretion,
satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue
to the Holder the number of Warrant Shares determined as follows:


 


X
= Y [(A-B)/A]


 


where:


 


“X”
equals the number of Warrant Shares to be issued to the Holder;


 


“Y”
equals the total number of Warrant Shares with respect to which this Warrant is being exercised;


 


“A”
is the Closing Sale Price of the shares of Common Stock (as reported by Nasdaq.com) on the Trading Day ending on the date immediately
preceding the Exercise Date (the “Fair Market Value”); and


 


“B”
equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares
issued in a “cashless exercise” transaction shall be deemed to have been acquired by the initial Holder, and the holding
period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued (provided that
the Commission continues to take the position that such treatment is proper at the time of such exercise).


 




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11.
Limitation on Exercises. The Company shall not affect the exercise of this Warrant, and the Holder shall not have the right
to exercise this Warrant, to the extent that after giving effect to such exercise, the Holder (together with such Holder’s
affiliates) would beneficially own in excess of 4.99% of the 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
such Holder and its affiliates shall include 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 shares of Common Stock which would be issuable
upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and
(B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended. To the extent that the limitation contained in this Section 11 applies, the determination of
whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliate) 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 affiliate) and of which portion of this Warrant is exercisable, in each case subject to
such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of the determination.
For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number
of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report
on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any
reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) business 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 and its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. The restriction described in this Section 11 may be waived, in whole or in part, upon sixty-one (61) days prior notice
from the Holder to the Company to increase such percentage up to 9.99%, but not in excess of 9.99%. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11 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


 


12.
[Reserved.]


 


13.
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu
of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to
the next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for
any such fractional shares.


 


14.
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise
Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice
or communication is delivered via facsimile or confirmed e-mail at the facsimile number or e-mail address specified below prior
to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile or confirmed e-mail at the facsimile number or e-mail address specified below on a day
that is not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the
date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon
actual receipt by the Person to whom such notice is required to be given, if by hand delivery.


 




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15.
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon fifteen (15) days’ notice to the
Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged
or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or stockholders services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 


16.
Miscellaneous.


 


(a)
No Rights as a Stockholder. 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 share capital 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, amalgamation, 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 (except 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.


 


(b)
No Avoidance. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate or 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 (a) 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, (b) 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 (c) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant.


 


(c)
Successors and Assigns. Subject to the restrictions on transfer set forth in this Warrant and the restrictions on transfer
set forth in this Warrant and compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant
may not be assigned by the Company without the written consent of the Holder except to a successor in the event of a Fundamental
Transaction. This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors
and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the
Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended
only in writing signed by the Company and the Holder, or their successors and assigns.


 


(d)
Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended 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 Holders of Warrants representing no less than a majority of the Warrant Shares obtainable
upon exercise of the Warrants then outstanding.


 


(e)
Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and
conditions contained herein.


 




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(f)
Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER 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 (INCLUDING WITH RESPECT TO THE ENFORCEMENT
OF ANY OF THE TRANSACTION DOCUMENTS), 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. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY
WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY
THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT
FOR NOTICES TO IT 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. EACH OF THE COMPANY
AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(g)
Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed
to limit or affect any of the provisions hereof.


 


(h)
Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect,
the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired
thereby, and the Company and the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall
be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	8



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated
above.


 


	 	GENERATION
    ALPHA, INC.
	 	 
	 	By:	 
	 	Name:	Tiffany
    Davis
	 	Title:	Chief
    Executive Officer


 




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SCHEDULE
1


 


FORM
OF EXERCISE NOTICE


 


[To
be executed by the Holder to purchase shares of Common Stock under the Warrant]


 


Ladies
and Gentlemen:


 


(1)
The undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by Generation Alpha,
Inc., a Nevada corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein
have the respective meanings set forth in the Warrant.


 


(2)
The undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.


 


(3)
The Holder intends that payment of the Exercise Price shall be made as (check one):


 


	 	[  ]	Cash
    Exercise; or
	 	 	 
	 	[  ]	“Cashless
    Exercise” under Section 10 of the Warrant.


 


(4)
If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $___________ in immediately available funds to the
Company in accordance with the terms of the Warrant.


 


(5)
Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms
of the Warrant.


 


	Dated:	 	 
	 	 	 
	Name
        of

        Holder:
	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:
    	 	 


 


(Signature
must conform in all respects to name of Holder as specified on the face of the Warrant)