Exhibit
4.2


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE
THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION
OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS
OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO. 333-235426 AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(E)(2).


 


REPRESENTATIVE WARRANT


 


LOHA CO. LTD


 


	Warrant Shares: [  ]1	 	Original Issuance Date: [  ], 2021



 


THIS REPRESENTATIVE WARRANT (the “Warrant”)
certifies that, for value received, Maxim Partners, LLC 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 [ ], 20202
(the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2026 (the “Termination
Date”) 3 but not thereafter, to subscribe for and purchase from Loha Co. Ltd., a Cayman Islands exempted
company with limited liability (the “Company”), up to [  ] Ordinary Shares (as subject to adjustment hereunder,
the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).


 


 Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Underwriting Agreement
(the “Agreement”), dated [  ], 2021 by and between the Company and Maxim Group LLC and Valuable Capital
Limited, as representatives of the several underwriters.


 





 






		1	7.5% of the Ordinary Shares sold in the offering.



		2	Six month anniversary of the Effective Date.



		3	Fifth anniversary of Effective Date.



 






     


     

    

 


Section 2. Exercise.


 


 a) Exercise of Warrant. 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 of a duly executed facsimile copy (or e-mail attachment)
of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two
(2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein)
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. No ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be
required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant
to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of
the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number
of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall
deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase
of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may
be less than the amount stated on the face hereof.


 


b) Exercise Price. The exercise price
per Ordinary Share under this Warrant shall be $[ ] (which is 120% of the offering price per Ordinary Share in the offering
contemplated by the Agreement) (the “Exercise Price”).


 


c) Cashless Exercise. If at the time
of exercise hereof there is no effective registration statement registering the Warrant Shares, or the prospectus contained therein
is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in
part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = as applicable: (i) the VWAP on the Trading Day
immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered
pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a)
hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation
NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on
the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Ordinary Shares
on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable
Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading
Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice
of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the
close of “regular trading hours” on such Trading Day;


 






    2


     

    

 


(B) = the Exercise Price of this Warrant, as adjusted
hereunder; and


 


(X) = the number of Warrant Shares that would be issuable
upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather
than a cashless exercise.


 


If Warrant Shares are issued in such a cashless
exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall
take on the 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).


 


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


 


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


 






    3


     

    

 


Notwithstanding anything contained herein
to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this
Section 2(c) if the VWAP as of such date is greater than the Exercise Price.


 


d) Mechanics of Exercise.


 


i. Delivery of Warrant Shares Upon Exercise.
The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit
or Withdrawal at Custodian system (“DWAC”) if the 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
Holder, or (B) if there is no effective registration statement and the Warrant is exercised via cashless exercise at a time when
such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, such Warrant Shares are delivered
to Holder’s broker, and the Company receives a statement from Holder’s broker that it has received instructions to
sell the Warrant Shares or that it would take responsibility that the sales of the Warrant Shares will only be made if the Warrant
Shares are eligible to be sold under Rule 144, and otherwise by entering in the Company’s register of members the name of
the Holder or its designee as the holder of the number of Warrant Shares to which the Holder is entitled pursuant to such exercise
and physical delivery of a certificate for such Warrant Shares to the address specified by the Holder in the Notice of Exercise
by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii)
one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising
the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share
Delivery Date”). Upon entry of the name of the Holder or its designee in the register of members of the Company as the
holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery
of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is
received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares
subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary Shares
on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant
Shares are delivered or Holder rescinds such exercise. The Company agrees to use commercially reasonable efforts to maintain a
transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein,
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on
the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of the Notice
of Exercise.


 






    4


     

    

 


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


 


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


 


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


 






    5


     

    

 


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 down
to the next whole share, provided that no share shall be issued for a price less than its par value.


 


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


 


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


 






    6


     

    

 


e) Holder’s Exercise Limitations.
The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth
on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as
a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised
or non-converted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares Equivalents)
subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder
or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in
compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in
accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice
of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other
securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable,
in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the
accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section
2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares
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 Ordinary Shares 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 Ordinary Shares then outstanding. In any case, the number of outstanding
Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this
Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary
Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Ordinary
Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The
Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),
provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Ordinary Shares outstanding
immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the
61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant.


 






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Section 3. Certain Adjustments.


 


a) Share Dividends and Splits. If the
Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions
on shares of its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance
of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding
Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Ordinary Shares
into a smaller number of shares, or (iv) issues by reclassification of shares of the Ordinary Shares any shares 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 Ordinary Shares
(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number
of Ordinary Shares 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 shareholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 


b) Subsequent Rights Offerings. In
addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Ordinary Shares
Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class of
Ordinary Shares (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
Ordinary Shares 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 Ordinary Shares
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 Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation).


 


c) Pro Rata Distributions. During such
time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise, other than cash (including,
without limitation, any distribution of shares or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution
(provided, however, to the extent that the Holder's right to participate in any such Distribution would result in
the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution
to such extent (or in the beneficial ownership of any Ordinary Shares as a result of such Distribution to such extent) and the
portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 






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d) Fundamental Transaction. If, at
any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale,
lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series
of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Ordinary Shares 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 Ordinary Shares,
(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or
exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than
50% of the outstanding Ordinary Shares (not including any Ordinary Shares 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 share purchase agreement or other business combination)
(each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have
the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise
of this Warrant), the number of Ordinary Shares 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 Ordinary Shares for which this Warrant is exercisable immediately prior to
such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of
any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Ordinary Shares 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 Ordinary Shares 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. 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 thirty (30) days after, the consummation of
the Fundamental Transaction (or, if later, the date of the public announcement of the applicable 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; provided, however, if the
Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors or the
consideration is not in all stock of the Successor Entity, Holder shall only be entitled to receive from the Company or any Successor
Entity, as of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same
proportion), at the Black Scholes Value (as defined below) of the unexercised portion of this Warrant, that is being offered and
paid to the holders of Ordinary Shares in connection with the Fundamental Transaction, whether that consideration be in the form
of cash, shares or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive from among
alternative forms of consideration in connection with the Fundamental Transaction. “Black Scholes Value” means
the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg,
L.P. (“Bloomberg”) 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 as of the Trading Day immediately
following the public announcement of the applicable Fundamental Transaction, (B) an expected volatility equal to the greater of
100% and the 100 day volatility obtained from the HVT function on Bloomberg 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
greater of (i) 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 (ii) the greater of (x) the last VWAP immediately prior to the public announcement
of the consummation of such Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of 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. The payment of the Black Scholes Value will be made by wire transfer of immediately available
funds within five (5) Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction).
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions
of this Section 3(e) 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 Ordinary Shares acquirable and receivable upon exercise of this Warrant (without
regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which
applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary
Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital
stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 






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e) Calculations. All calculations under
this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section
3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary
Shares (excluding treasury shares, if any) issued and outstanding.


 


f) Notice to Holder.


 


i. Adjustment to Exercise Price. Whenever the
Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile
or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant
Shares and setting forth a brief statement of the facts requiring such adjustment. Notwithstanding anything to the contrary herein,
no Warrant Share or share of the Company shall be issued for a price that is less than the par value of such share.


 


ii. Notice to Allow Exercise by Holder. If (A)
the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company shall authorize the granting
to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of any class or of any rights,
(D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares,
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 Ordinary Shares are converted into other securities, cash or property,
or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,
then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or
email address as it shall appear upon the Warrant Register, at least twenty (20) 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Ordinary
Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant
constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Report on Form 6-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.


 






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Section 4. Transfer of Warrant.


 


a) Transferability. Pursuant to FINRA
Rule 5110(e)(1) and the Agreement, neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold,
transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the effective economic disposition of the securities by any person for a period of one hundred eighty (180)
days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is
being issued, except the transfer of any security:


 


(i) by operation of law or by reason of reorganization
of the Company;


 


(ii) to any FINRA member firm participating in the
offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to
the lock-up restriction in this Section 4(a) for the remainder of the time period;

 


(iii) if the aggregate amount of securities of the Company
held by the Holder or related person do not exceed 1% of the securities being offered;


 


(iv) that is beneficially owned on a pro-rata basis
by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the
fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or


 


(v) the exercise or conversion of any security, if all
securities received remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period.


 


Subject to the foregoing restrictions, compliance with any applicable
securities laws, and the conditions set forth in Section 4(d) hereof, 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 and funds sufficient to pay any transfer taxes payable upon the making of
such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this
Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning
this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase
of Warrant Shares without having a new Warrant issued.


 






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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 Original Issuance Date of this Warrant and shall
be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


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.


 


d) Representation by the Holder. The
Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will
acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling
such Warrant or Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except
pursuant to sales registered or exempted under the Securities Act.


 






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Section 5. Registration Rights.


 


a) Demand Registration.


 


i. Grant of Right. If at any time prior to the
Termination Date, the Registration Statement is no longer effective, the Company, upon written demand (“Initial Demand
Notice”) of the Holder(s) of at least 51% of the Warrant Shares (“Majority Holders”), agrees to register
on one occasion only (“Demand Registration”) under the Securities Act all or any portion of the Warrant Shares
requested by the Majority Holders in the Initial Demand Notice (the “Registrable Securities”). On such occasion,
the Company will file a registration statement covering the Registrable Securities within sixty (60) days after receipt of the
Initial Demand Notice and to have such registration statement declared effective as soon as possible thereafter. A demand for registration
may be made at any time during which the Majority Holders hold any of the Warrant Shares. Notwithstanding the foregoing, the Company
shall not be required to effect a registration pursuant to this Section 5 a): (A) with respect to securities that are not Registrable
Securities; (B) during any Scheduled Black-Out Period; (C) if the aggregate offering price of the Registrable Securities to be
offered is less than $250,000, unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable
Securities; or (D) within one hundred eighty (180) days after the effective date of a prior registration in respect of the Ordinary
Shares, including a Demand Registration (or, in the event that Holders were prevented from including any Registrable Securities
requested to be included in a Piggyback Registration pursuant to Section 5(b), within ninety (90) days after the effective date
of such prior registration in respect of the Ordinary Shares.) For purposes of this Agreement, a “Scheduled Black-Out
Period” shall mean the periods from and including the day that is ten days prior to the last day of a fiscal quarter
of the Company to and including the day that is two (2) days after the day on which the Company publicly releases its earnings
for such fiscal quarter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be
sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Warrant Shares of the demand
within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of the Warrant Shares who wishes
to include all or a portion of such holder’s Warrant Shares in the Demand Registration (each such holder including shares
of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen
(15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be
entitled to have their Warrant Shares included in the Demand Registration.


 


ii. Effective Registration. A registration will
not count as a Demand Registration until the registration statement filed with the Commission with respect to such Demand Registration
has been declared effective and the Company has complied with all of its obligations under this Warrant with respect thereto.


 


iii. Terms. In connection with the first Demand
Registration, the Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the reasonable
expenses of one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities.
In connection with the second Demand Registration, the Holders shall bear all fees and expenses attendant to registering the Registrable
Securities including the reasonable expenses of the Company’s legal counsel. The Company agrees to qualify or register the
Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event
shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the
Company to be obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation
doing business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their Ordinary
Shares. The Company shall use its best efforts to cause any registration statement filed pursuant to the demand rights granted
under Section 5(a)(iii) to remain effective until all Registrable Securities are sold.


 






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iv. Notwithstanding the foregoing, if the Board of Directors
of the Company determines in its good faith judgment that the filing of a registration statement in connection with a Demand Registration
(i) would be seriously detrimental to the Company in that such registration would interfere with a material corporate transaction
or (ii) would require the disclosure of material non-public information concerning the Company that at the time is not, in the
good faith judgment of the Board of Directors, in the best interests of the Company to disclose and is not, in the opinion of the
Company’s counsel, otherwise required to be disclosed, then the Company shall have the right to defer such filing for the
period during which such registration would be seriously detrimental under clause (i) or would require such disclosure under clause
(ii); provided, however, that (x) the Company may not defer such filing for a period of more than ninety (90) days after receipt
of any demand by the Holders and (y) the Company shall not exercise its right to defer a Demand Registration more than once in
any 12-month period. The Company shall give written notice of its determination to the Holders to defer the filing and of the fact
that the purpose for such deferral no longer exists, in each case, promptly after the occurrence thereof.


 


v. Notwithstanding the foregoing, Maxim Partners LLC
or its permitted transferees shall be entitled to one (1) demand right for the registration of the Warrant Shares at the Company’s
expense (other than any underwriting discounts, selling commissions, share transfer taxes applicable to the sale of the Warrant Shares,
and fees and disbursements of counsel for the holder of Warrants). Such Demand Registration may not be exercised more than five years
from the effective date of the registration statement referenced above.


 


b) Piggy-Back Registration.


 


i. Piggy-Back Rights. If at any time prior to
the Termination Date, the Registration Statement is no longer effective and the Company proposes to file a registration statement
under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account
(or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 5(a)), other than a registration
statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering
of securities solely to the Company’s existing shareholders, or (iii) for a dividend reinvestment plan, then the Company
shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no
event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the
sale of such number of Warrant Shares held by such holder (the “Piggy-Back Registrable Securities”), as such
holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Piggy-Back Registrable Securities to be included in such registration and shall use its commercially
reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Piggy-Back
Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities
of the Company and to permit the sale or other disposition of such Piggy-Back Registrable Securities in accordance with the intended
method(s) of distribution thereof. All holders of Piggy-Back Registrable Securities proposing to distribute their securities through
a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such Piggy-Back Registration.


 






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ii. Reduction of Offering. If the managing underwriter
or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable
Securities in writing that the dollar amount or number of Ordinary Shares which the Company desires to sell, taken together with
Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual arrangements with persons
other than the holders of Piggy-Back Registrable Securities hereunder, the Piggy-Back Registrable Securities as to which registration
has been requested under this Section 5(b), and the Ordinary Shares, if any, as to which registration has been requested pursuant
to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount
or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing,
the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares,
as applicable, the “Maximum Number of Shares”), then the Company shall include in any such registration:


 


(x) If the registration is undertaken for the Company’s
account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; and (B) second, subject to the requirements of registration rights granted by the Company prior to
the date hereof, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), up to the
amount of Ordinary Shares or other securities that can be sold without exceeding the Maximum Number of Shares, on a pro rata basis,
from (i) Piggy-Back Registrable Securities as to which registration has been requested and (ii) the Ordinary Shares or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration
rights with such persons;


 


(y) If the registration is a Demand Registration undertaken
at the demand of holders of Registrable Securities, subject to the requirements of registration rights granted by the Company prior
to the date hereof, (A) first, the Ordinary Shares or other securities for the account of the demanding persons that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the Ordinary Shares or other securities comprised of Piggy-Back Registrable Securities, pro rata,
as to which registration has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum Number
of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A)
and (B), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 






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iii. Withdrawal. Any holder of Piggy-Back Registrable
Securities may elect to withdraw such holder’s request for inclusion of such Piggy-Back Registrable Securities in any Piggy-Back
Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration
statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to
written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration
statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Piggy-Back Registrable
Securities in connection with such Piggy-Back Registration as provided in Section 5(b)(iv).


 


iv. Terms. The Company shall bear all fees and
expenses attendant to registering the Piggy-Back Registrable Securities, including the expenses of one legal counsel selected by
the Holders to represent them in connection with the sale of the Piggy-Back Registrable Securities but the Holders shall pay any
and all underwriting commissions related to the Piggy-Back Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Piggy-Back Registrable Securities with not less than fifteen (15) days
written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to
be given for each applicable registration statement filed (during the period in which the Warrant is exercisable) by the Company
until such time as all of the Piggy-Back Registrable Securities have been registered and sold. The Holders of the Piggy-Back Registrable
Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten (10) days
of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall use its best
efforts to cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for
at least nine (9) months from the date that the Holders of the Piggy-Back Registrable Securities are first given the opportunity
to sell all of such securities.


 


v. Notwithstanding the foregoing, Maxim Partners LLC or its
permitted transferees shall be entitled to unlimited piggyback rights for the registration of the Warrant Shares at the Company’s
expense (other than any underwriting discounts, selling commissions, share transfer taxes applicable to the sale of the Warrant Shares,
and fees and disbursements of counsel for the holder of Warrants). Such Piggyback Registration rights may not be exercised more than seven
years from the effective date of the registration statement referenced above.


 


c) General Terms. These additional
terms shall relate to registration under Sections 5(a) and (b) above:


 


i. Indemnification.


 


(w) The Company shall, to the fullest extent permitted
by applicable law, indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against litigation, commenced or threatened, or any claim whatsoever whether
arising out of any action between the underwriter and the Company or between the underwriter and any third party or otherwise)
to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement;
provided, however, that, with respect to any Holder of Registrable Securities, this indemnity shall not apply to
any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly
for use in the registration statement (or any amendment thereto), or any preliminary prospectus or the prospectus (or any amendment
or supplement thereto).


 






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(x) The Holder(s) of the Registrable Securities to be
sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the
Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act
or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they
may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders,
or their successors or assigns, in writing, for specific inclusion in such registration statement(or any amendment thereto), or
any preliminary prospectus or the prospectus (or any amendment or supplement thereto).


 


(y) Each indemnified party shall give prompt notice
to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve the indemnifying party from any liability it may have under this Agreement,
except to the extent that the indemnifying party is prejudiced thereby. If it so elects, after receipt of such notice, an indemnifying
party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen
by it; provided, however, that the indemnified party shall be entitled to participate in (but not control) the defense
of such action with counsel chosen by it, the reasonable fees and expenses of which shall be paid by such indemnified party, unless
a conflict would arise if one counsel were to represent both the indemnified party and the indemnifying party, in which case the
reasonable fees and expenses of counsel to the indemnified party shall be paid by the indemnifying party or parties. In no event
shall the indemnifying party or parties be liable for a settlement of an action with respect to which they have assumed the defense
if such settlement is effected without the written consent of such indemnifying party, or for the reasonable fees and expenses
of more than one counsel for (i) the Company, its officers, directors and controlling persons as a group, and (ii) the selling
Holders and their controlling persons as a group, in each case, in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, however,
that if, in the reasonable judgment of an indemnified party, a conflict of interest may exist between such indemnified party and
the Company or any other of such indemnified parties with respect to such claim, the indemnifying party shall be obligated to pay
the reasonable fees and expenses of such additional counsel.


 






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(z) If the indemnification provided
for in or pursuant to Section 5(b)(i) is due in accordance with the terms hereof, but held by a court of competent jurisdiction
to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to therein, then
each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection
with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant
equitable considerations. The relative fault of the indemnifying party on the one hand and of the indemnified party on the other
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified
party, and by such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission.


 


ii. Documents Delivered to Holders.
The Company shall furnish the initial Holder a signed counterpart, addressed to the initial Holder, of (i) an opinion of counsel
to the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public
offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) if such registration
statement is filed in connection of an underwritten public offering, a “cold comfort” letter dated the effective date
of such registration statement (or, if such registration includes an underwritten public offering, a letter dated the date of the
closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company’s
financial statements included in such registration statement, in each case covering substantially the same matters with respect
to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect
to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.


 


iii. Supplemental Prospectus.
Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result of which the prospectus
included in the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances
then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended prospectus, and,
if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver
to the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession,
of the prospectus covering such Registrable Securities current at the time of receipt of such notice. Immediately after discovering
of such an event which causes the prospectus included in the registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, the Company shall prepare and file, as soon as practicable, a supplement
or amendment to the prospectus so that such registration statement does not include any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing and distribute such supplement or amendment to each Holder.


 






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Section 6. 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 shareholder of the Company prior
to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.


 


b) Loss, Theft, Destruction or Mutilation
of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting
of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and
deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.


 


c) Saturdays, Sundays, Holidays, etc.
If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be
a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.


 


d) Authorized Shares. The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may
be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance
herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created
by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such
issue).


 






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


 


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 Agreement.


 


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


 


g) Non-waiver and Expenses. No course
of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the
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.


 






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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 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
Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.


 


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.


 


k) Successors and Assigns. Subject
to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by
the Holder or holder of Warrant Shares.


 


l) Amendment. This Warrant may be modified
or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


m) 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.


 


n) 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)








 






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


 


	 	LOHA CO. LTD.



 


	 	By:	 
	 	Name:	 
	 	Title:	 


 






    22


     

    

 


NOTICE OF EXERCISE


 


TO: LOHA CO. LTD.


 


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


 


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


 


☐ in lawful money of the United States; or


 


☐ if permitted the cancellation of such number of
Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect
to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3) Please issue said Warrant Shares in the
name of the undersigned or in such other name as is specified below:


 


______________________


 


The Warrant Shares shall be delivered to the following DWAC
Account Number:


 


______________________


 


______________________


 


______________________


 


[SIGNATURE OF HOLDER]


Name of Investing Entity:__________________________________________________________________________


Signature of Authorized Signatory of Investing Entity:___________________________________________________


Name of Authorized Signatory:_____________________________________________________________________


Title of Authorized Signatory:______________________________________________________________________


Date:__________________________________________________________________________________________


 






    23


     

    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute this form and
supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


 


	Name:	 	 
	Address:	 	(Please Print)
	Phone Number:	 	 
	Email Address:	 	(Please Print)
	Dated: ___________ __, _____	 	 
	Holder’s Signature:	 	 
	Holder’s Address:	 	 


 


 



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Warrant Exercise Log


 


	Date	 	Number
    of Warrant 

Shares Available to be

 Exercised	 	Number
    of Warrant Shares

 Exercised	 	Number
    of 

Warrant Shares 

Remaining to 

be Exercised
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 






    25


     

    

 


LOHA
CO. LTD.


WARRANT DATED __________, 2020

WARRANT NO. [ ]


 


FORM
OF ASSIGNMENT


 


[To be completed and
signed only upon transfer of Warrant]


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the above-captioned
Warrant to purchase ____________ share of Company Ordinary Shares and appoints ________________ attorney to transfer said right
on the books of the Company with full power of substitution in the premises.


 


Dated: _______________, ____


 


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



 


	In the presence of:	
	 	 
	 	 



 


 


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