Exhibit
10.7


 


WARRANT


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.


 


Warrant
Certificate No.:


 


Original
Issue Date: 15 April 2021


 


FOR
VALUE RECEIVED, Slinger Bag, Inc., a Nevada corporation (the “Company”), hereby certifies that SB Invesco LLC, a Wyoming
limited liability company, or its registered assigns (the “Holder”) is entitled to purchase from the Company TWO MILLION
(2,000,000) duly authorized, validly issued, fully paid and nonassessable shares of Common Stock at a purchase price per share
of $0.25 (subject to adjustment as provided herein, the “Exercise Price”), all subject to the terms, conditions and
adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1 hereof.


 


This
Warrant has been issued pursuant to the terms of the Business Loan and Security Agreement, dated as of even date herewith (the
“Loan Agreement”), between the Company and the Holder.


 


1.
Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:


 


“Aggregate
Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant
is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in
accordance with the terms of this Warrant.


 


“Board”
means the board of directors of the Company.


 


“Business
Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of Ann Arbor,
Michigan are authorized or obligated by law or executive order to close.


 




    	 



    	 



    

 


“Common
Stock” means the common stock, par value $0.001 per share, of the Company, and any capital stock into which such Common
Stock shall have been converted, exchanged or reclassified following the date hereof.


 


“Common
Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding at such time.


 


“Company”
has the meaning set forth in the preamble.


 


“Convertible
Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding
Options.


 


“Excluded
Issuances” means any issuance or sale (or deemed issuance or sale) by the Company after the Original Issue Date of: (a) shares
of Common Stock issued upon the exercise of this Warrant; (b) shares of Common Stock (as such number of shares is equitably adjusted
for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued directly or upon the exercise of
Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the
Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board
and issued pursuant to the Company’s service agreements with such persons and/or the Company’s Global Share Incentive
Plan (2020) (including all such shares of Common Stock and Options outstanding prior to the Original Issue Date); or Convertible
Securities issued prior to the Original Issue Date, provided that such securities are not amended after the date hereof to increase
the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof.


 


“Exercise
Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section
3 shall have been satisfied at or prior to 5:00 p.m., Wyoming time, on a Business Day, including, without limitation, the receipt
by the Company of the Exercise Agreement, the Warrant and the Aggregate Exercise Price.


 


“Exercise
Agreement” has the meaning set forth in Section 3(a)(i).


 


“Exercise
Period” has the meaning set forth in Section 2.


 


“Exercise
Price” has the meaning set forth in the preamble.


 




    	 



    	 



    

 


“Fair
Market Value” means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common
Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have
been no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices
for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a
domestic securities exchange, the closing sales price of the Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets
or similar quotation system or association for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin
Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest
asked prices for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association
at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately
prior to the day as of which “Fair Market Value” is being determined; provided, that if the Common Stock is
listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on
which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic securities exchange or
quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Fair Market Value”
of the Common Stock shall be the fair market value per share as determined jointly by the Board and the Holder; provided, that
if the Board and the Holder are unable to agree on the fair market value per share of the Common Stock within a reasonable period
of time (not to exceed 10 days from the Company’s receipt of the Exercise Agreement), such fair market value shall be determined
by a mutually agreeable investment banking, accounting or valuation firm. The determination of such firm shall be final and conclusive,
and the fees and expenses of such valuation firm shall be borne equally by the Company and the Holder.


 


“Holder”
has the meaning set forth in the preamble.


 


Minimum
Guaranteed Sale Price” has the meaning set forth in Section 6.


 


“Options”
means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.


 


“Original
Issue Date” means 15 April 2021, the date on which the Warrant was issued by the Company pursuant to the Loan Agreement.


 


“Nasdaq”
means The NASDAQ Stock Market LLC.


 


“OTC
Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated
organization or government or department or agency thereof.


 


“Pink
OTC Markets” means the OTC Markets Group Inc. electronic inter- dealer quotation system, including OTCQX, OTCQB and OTC Pink.


 




    	 



    	 



    

 


“Loan
Agreement” has the meaning set forth in the preamble.


 


“Warrant”
means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.


 


“Warrant
Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant
in accordance with the terms of this Warrant.


 


2.
Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and
prior to 5:00 p.m., Wyoming time, on 15 April 2023, or, if such day is not a Business Day, on the next preceding Business Day
(the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares
purchasable hereunder (subject to adjustment as provided herein).


 


3.
Exercise of Warrant.


 


(a)
Exercise Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or
any part ofthe unexercised Warrant Shares, upon:


 


(i)
surrender of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect
to this Warrant in the case of its loss, theft or destruction), together with an Exercise Agreement in the form attached hereto
as Exhibit A (each, an “Exercise Agreement”), duly completed (including specifying the number of Warrant Shares to
be purchased) and executed; and


 


(ii)
payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).


 


(b)
Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as
expressed in the Exercise Agreement, by the following methods:


 


(i)
by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately
available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;


 




    	 



    	 



    

 


 


(ii)
by instructing the Company to issue Warrant Shares then issuable upon exercise of all or any part of this Warrant on a net basis
such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender this Warrant
in exchange for the number of Warrant Shares as is computed using the following formula:


 


Where:


 


X
= the number of Warrant Shares to be issued to the Holder.


 


Y
= the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 3(a).


 


A=
the Fair Market Value of one Warrant Share as of the applicable Exercise Date.


 


B
= the Exercise Price in effect under this Warrant as of the applicable Exercise Date.


 


X
= Y(A- B) + A


 


(iii)
by surrendering to the Company (x) Warrant Shares previously acquired by the Holder with an aggregate Fair Market Value as of
the Exercise Date equal to such Aggregate Exercise Price and/or (y) other securities of the Company having a value as of the Exercise
Date equal to the Aggregate Exercise Price (which value in the case of debt securities shall be the principal amount thereof plus
accrued and unpaid interest, in the case of preferred stock shall be the liquidation value thereof plus accumulated and unpaid
dividends and in the case of shares of Common Stock shall be the Fair Market Value thereof); or


 


(iv)
any combination of the foregoing.


 


In
the event of any withholding of Warrant Shares or surrender of other equity securities pursuant to clause (ii), (iii) or (iv)
above where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares
withheld by or surrendered to the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment
to the Holder (by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on
the incremental fraction of a share being so withheld by or surrendered to the Company in an amount equal to the product of (x)
such incremental fraction of a share being so withheld or surrendered multiplied by (y) in the case of Common Stock, the Fair
Market Value per Warrant Share as of the Exercise Date, and, in all other cases, the value thereof as of the Exercise Date determined
in accordance with clause (iii)(y) above.


 


(c)
Delivery of Stock Certificates. Upon receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of
the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Company shall, as promptly as practicable, and in any
event within five (5) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the
Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of
any fraction of a share, as provided in Section 3(d) hereof. The stock certificate or certificates so delivered shall be, to the
extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Agreement
and shall be registered in the name of the Holder or, subject to compliance with Section 7 below, such other Person’s name
as shall be designated in the Exercise Agreement. This Warrant shall be deemed to have been exercised and such certificate or
certificates of Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named
therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.


 




    	 



    	 



    

 


(d)
Fractional Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any
fraction of a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay
to such Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available
funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise
Date.


 


(e)
Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised,
the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in
accordance with Section 3(c) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired
and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.


 


(f)
Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this warrant, the Company hereby
represents, covenants and agrees:


 


(i)
This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized
and validly issued.


 


(ii)
All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company
shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid
and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and
clear of all taxes, liens and charges.


 


(iii)
The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation
by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which
shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for
official notice of issuance which shall be immediately delivered by the Company upon each such issuance).


 




    	 



    	 



    

 


(iv)
The Company shall use its best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any domestic
securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of
such exercise.


 


(v)
The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect
to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required
to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery
of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the
Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of
the Company that such tax has been paid.


 


(g)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made
in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise
may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall
not be deemed to be effective until immediately prior to the consummation of such transaction.


 


(h)
Reservation of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized
but unissued Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise
of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant
Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall not increase the par value
of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect and shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant.


 




    	 



    	 



    

 


4.
Adjustment to Exercise Price and Number of Warrant Shares. In order to prevent dilution of the purchase rights granted
under this Warrant, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject
to adjustment from time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments
pursuant to this Section 4).


 


(a)
Adjustment to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Company shall,
at any time or from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common
Stock or any other capital stock of the Company payable in shares of Common Stock or in Options or Convertible Securities, or
(ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number
of shares, the Exercise Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately
reduced and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately increased. If the Company
at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the
number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately decreased. Any adjustment under this
Section 4(a) shall become effective at the close of business on the date the dividend, subdivision or combination becomes effective.


 


(b)
Adjustment to Exercise Price and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event of
any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value
or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up
or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially
all of the Company’s assets to another Person or (v) other similar transaction (other than any such transaction covered
by Section 4(a)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization,
reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in
addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind
and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction
to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar
transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification,
consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder
as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant);
and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the
Holder’s rights under this Warrant to insure that the provisions of this Section 4 hereof shall thereafter be applicable,
as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise
of this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing
Person is other than the Company, an immediate adjustment in the Exercise Price to the value per share for the Common Stock reflected
by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number
of Warrant Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the
value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar
transaction). The provisions of this Section 4(6) shall similarly apply to successive reorganizations, reclassifications, consolidations,
mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation,
merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company)
resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written
instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver
to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall
be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect
to any corporate event or other transaction contemplated by the provisions of this Section 4(6), the Holder shall have the right
to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 2
instead of giving effect to the provisions contained in this Section 4(6) with respect to this Warrant.


 




    	 



    	 



    

 


(c)
Certain Events. If any event of the type contemplated by the provisions of this Section 4 but not expressly provided for by such
provisions occurs, then the Board shall make an appropriate adjustment in the Exercise Price and the number of Warrant Shares
issuable upon exercise of this Warrant so as to protect the rights of the Holder in a manner consistent with the provisions of
this Section 4; provided, that no such adjustment pursuant to this Section 4(c) shall increase the Exercise Price or decrease
the number of Warrant Shares issuable as otherwise determined pursuant to this Section 4.


 


(d)
Certificate as to Adjustment.


 


(i)
As promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than twenty (20)
Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable
detail such adjustment and the facts upon which it is based and certifying the calculation thereof.


 


(ii)
As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any
event not later than twenty (20) Business Days thereafter, the Company shall furnish to the Holder a certificate of an
executive officer certifying the Exercise Price then in effect and the number of Warrant Shares or the amount, if any, of
other shares of stock, securities or assets then issuable upon exercise of the Warrant.


 




    	 



    	 



    

 


(e)
Notices. In the event:


 


(i)
that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable
upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to
vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock
of any class or any other securities, or to receive any other security; or


 


(ii)
of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger
of the Company with or into another Person, or sale of all or substantially all of the Company’s assets to another Person;
or


 


(iii)
of the voluntary or involuntary dissolution, liquidation or winding- up of the Company; then, and in each such case, the Company
shall send or cause to be sent to the Holder at least twenty (20) Business Days prior to the applicable record date or the
applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the
record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend,
distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such
reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is propo’sed to take
place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect
to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the
Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or
other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.


 


5.
Purchase Rights. In addition to any adjustments pursuant to Section 4 above, if at any time the Company grants, issues
or sells any shares of Common Stock, Options, Convertible Securities or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of Common Stock (the “Purchase Rights”), then the Holder shall be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder would have acquired
if the Holder had held the number of Warrant Shares acquirable upon complete exercise of this Warrant immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. Anything
herein to the contrary notwithstanding, the Holder shall not be entitled to the Purchase Rights granted herein with respect to
any Excluded Issuance.


 




    	 



    	 



    

 


6.
Minimum Guaranteed Sale Price.


 


(a)
Notwithstanding anything to the contrary herein or otherwise. the Company guarantees to Holder that the gross sale price of the Warrant
Shares sold by Holder will be no less. on average. than $1.50 per Warrant Share (the “Minimum Guaranteed Sale Price”).


 


(b)
The actual gross sale price received by Holder on the sale of the Warrant Shares shall be calculated on the earlier of (i) 15 April 2023:
or (ii) the date on which the last Warrant Share is sold.


 


(c)
If, for any reason. Holder receives less than Minimum Guaranteed Sale Price on the sale of Warrant Shares. the Company will. within two
(2) Business Days. issue to Holder shares of Common Stock. valued at Fair Market Value. in such amount such that Holder has received
the Minimum Guaranteed Sale Price.


 


(d)
This obligation of the Company shall terminate on 15 April 2023.


 


(e)
By way of example. if on 20 April 2022: (x) Holder sells the last Warrant Share issued hereunder: (y) the total gross amount received
by Holder for the sale of all the Warrant Shares is $2,000.000 (i.e. $1 per Warrant Share): and (z) the Fair Market Value of the Company
Common Stock is $1: then prior to the end of business on 22 April 2022. the Company will issue Holder 1,000.000 shares of Common Stock.
which will result in a deemed net profit of $.2.500,000 to the Holder.


 


7.
Transfer of Warrant. Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all
rights hereunder are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant
to the Company at its then principal executive offices with a properly completed and duly executed Assignment in the form attached
hereto as Exhibit B, together with funds sufficient to pay any transfer taxes described in Section 3(f)(v) in connection
with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such
instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so
assigned and this Warrant shall promptly be cancelled.


 




    	 



    	 



    

 


8.
Holder Not Deemed a Stockholder: Limitations on Liability. Except as otherwise specifically provided herein, prior to the
issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant,
the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights
of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing
any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the
Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 8,
the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.


 


9.
Replacement on Loss: Division and Combination.


 


(a)
Replacement of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written
indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon
surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder,
in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost,
stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable
form is surrendered to the Company for cancellation.


 


(b)
Division and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant as to any transfer or
other assignment which may be involved in such division or combination, this Warrant may be divided or, following any such division
of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its
then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants
are to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions
of this Warrant as to any transfer or assignment which may be involved in such division or combination, the Company shall at its
own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance
with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable
in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such
notice.


 




    	 



    	 



    

 


10.
No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or Bylaws, 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 to be observed or performed by it hereunder, but shall at all times
in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably
be requested by the Holder in order to protect the exercise rights of the Holder against dilution or other impairment, consistent
with the tenor and purpose of this Warrant.


 


11.
Compliance with the Securities Act.


 


(a)
Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects
with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further
agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise
hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities
Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities
Act) shall be stamped or imprinted with a legend in substantially the following form:


 


“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL. II


 


(b)
Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the
date hereof, to the Company by acceptance of this Warrant as follows:


 


(i)
The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own
account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the
Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.


 




    	 



    	 



    

 


(ii)
The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted
securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration
under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule
144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities
Act.


 


(iii)
The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such
knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment
in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition
of the Company.


 


12.
Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration
of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on
such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except
any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.


 


13.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth in the Preamble above or to such other address
as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to
be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated
by the transmitting facsimile machine, at the address or number designated below (if delivered on a Business Day during normal
business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than
on a Business Day during normal business hours where such notice is to be received) or (b) on the second Business Day following
the date of mailing by reputable courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. Any party hereto may from time to time change its address for notices under this Section by giving
at least ten (10) days’ prior written notice of such changed address or facsimile number to the other party hereto.


 




    	 



    	 



    

 


14.
Cumulative Remedies. Except to the extent expressly provided in Section 8 to the contrary, the rights and remedies provided
in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights
or remedies available at law, in equity or otherwise.


 


15.
Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any
of its obligations under this Warrant may give rise to irreparable harm to the other party hereto for which monetary damages may
not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations,
the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such
breach, be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other
relief that may be available from a court of competent jurisdiction.


 


16.
Entire Agreement. This Warrant and the Loan Agreement, together with the Loan Documents (as defined in the Loan Agreement),
constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein,
and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject
matter.


 


17.
Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit
of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors
and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.


 


18.
No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors
and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon
any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 


19.
Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.


 


20.
Amendment and Modification: Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or
supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions
hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall
operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver,
whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay
in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.


 




    	 



    	 



    

 


21.
Severability. If any term or prov1s1on of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable
such term or provision in any other jurisdiction.


 


22.
Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Wyoming
without giving effect to any choice or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdiction)
that would cause the application of laws of any jurisdiction other than those of the State of Wyoming.


 


23.
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions
contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Wyoming
in each case located in the and County of Cheyenne, and each party irrevocably submits to the exclusive jurisdiction of such courts
in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail
to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding
brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit,
action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


24.
Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely
to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it
may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated
hereby.


 


25.
Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this
Warrant.


 


26.
No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction
or interpretation against the party drafting an instrument or causing any instrument to be drafted.


 


Signature
page follows.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.


 


	 	SLINGER
    BAG, INC., a Nevada corporation
	 	 	 
	 	By:	 
	 	Name:	Mike
    Ballardie
	 	Title:	Chief
    Executive Officer


 


Accepted
and agreed,


 


	SB
    Invesco LLC	 
	 	 	 
	By:	Chessler
    Holdings, LLC	 
	Its:	Manager	 
	 	 	 
	By:	 	 
	Name:
    	David
    Chessler	 
	Title:	Chief
    Executive Officer	 


 




    	 



    	 



    

 


WARRANT


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.


 


Warrant
Certificate No.:


 


Original
Issue Date: 15 April 2021


 


FOR
VALUE RECEIVED, Slinger Bag, Inc., a Nevada corporation (the “Company”), hereby certifies that Chessler Holdings LLC,
a Wyoming limited liability company, or its registered assigns (the “Holder”) is entitled to purchase from the Company
TWO HUNDRED THOUSAND (200,000) duly authorized, validly issued, fully paid and nonassessable shares of Common Stock at a purchase
price per share of $0.25 (subject to adjustment as provided herein, the “Exercise Price”), all subject to the terms,
conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1 hereof.


 


This
Warrant has been issued pursuant to the terms of the Business Loan and Security Agreement, dated as of even date herewith (the
“Loan Agreement”), between the Company and the Holder.


 


1.
Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:


 


“Aggregate
Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant
is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in
accordance with the terms of this Warrant.


 


“Board
” means the board of directors of the Company.


 


“Business
Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of Ann Arbor,
Michigan are authorized or obligated by law or executive order to close.


 




    	 



    	 



    

 


“Common
Stock” means the common stock, par value $0.001 per share, of the Company, and any capital stock into which such Common
Stock shall have been converted, exchanged or reclassified following the date hereof.


 


“Common
Stock Deemed Outstanding” means, at any given time, the number of shares of Common Stock actually outstanding at such time.


 


“Company”
has the meaning set forth in the preamble.


 


“Convertible
Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding
Options.


 


“Excluded
Issuances” means any issuance or sale (or deemed issuance or sale) by the Company after the Original Issue Date
of: (a) shares of Common Stock issued upon the exercise of this Warrant; (b) shares of Common Stock (as such number of shares
is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued directly
or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service
as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized
by the Board and issued pursuant to the Company’s service agreements with such persons and/or the Company’s Global
Share Incentive Plan (2020) (including all such shares of Common Stock and Options outstanding prior to the Original Issue Date);
or Convertible Securities issued prior to the Original Issue Date, provided that such securities are not amended after the date
hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof.


 


“Exercise
Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section
3 shall have been satisfied at or prior to 5:00 p.m., Wyoming time, on a Business Day, including, without limitation, the receipt
by the Company of the Exercise Agreement, the Warrant and the Aggregate Exercise Price.


 


“Exercise
Agreement” has the meaning set forth in Section 3(a)(i).


 


“Exercise
Period” has the meaning set forth in Section 2.


 


“Exercise
Price” has the meaning set forth in the preamble.


 




    	 



    	 



    

 


“Fair
Market Value” means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common
Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have
been no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices
for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a
domestic securities exchange, the closing sales price of the Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets
or similar quotation system or association for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin
Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest
asked prices for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association
at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately
prior to the day as of which “Fair Market Value” is being determined; provided, that if the Common Stock is
listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on
which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic securities exchange or
quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Fair Market Value”
of the Common Stock shall be the fair market value per share as determined jointly by the Board and the Holder[; provided, that
if the Board and the Holder are unable to agree on the fair market value per share of the Common Stock within a reasonable period
of time (not to exceed 10 days from the Company’s receipt of the Exercise Agreement), such fair market value shall be determined
by a mutually agreeable investment banking, accounting or valuation firm. The determination of such firm shall be final and conclusive,
and the fees and expenses of such valuation firm shall be borne equally by the Company and the Holder.


 


“Holder”
has the meaning set forth in the preamble.


 


“Minimum
Guaranteed Sale Price” has the meaning set forth in Section 6.


 


“Options”
means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.


 


“Original
Issue Date” means 15 April 2021, the date on which the Warrant was issued by the Company pursuant to the Loan Agreement.


 


“Nasdaq”
means The NASDAQ Stock Market LLC.


 


“OTC
Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated
organization or government or department or agency thereof.


 


“Pink
OTC Markets” means the OTC Markets Group Inc. electronic inter- dealer quotation system, including OTCQX, OTCQB and OTC Pink.


 




    	 



    	 



    

 


“Loan
Agreement” has the meaning set forth in the preamble.


 


“Warrant”
means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.


 


“Warrant
Shares” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant
in accordance with the terms of this Warrant.


 


2.
Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and
prior to 5:00 p.m., Wyoming time, on 15 April 2023, or, if such day is not a Business Day, on the next preceding Business Day
(the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares
purchasable hereunder (subject to adjustment as provided herein).


 


3.
Exercise of Warrant.


 


(a)
Exercise Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or
any part of the unexercised Warrant Shares, upon:


 


(i)
surrender of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect
to this Warrant in the case of its loss, theft or destruction), together with an Exercise Agreement in the form attached hereto
as Exhibit A (each, an “Exercise Agreement”), duly completed (including specifying the number of Warrant Shares to
be purchased) and executed; and


 


(ii)
payment to the Company of the Aggregate Exercise Price in accordance with Section 3(6).


 


(b)
Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as
expressed in the Exercise Agreement, by the following methods:


 


(i)
by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately
available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;


 




    	 



    	 



    

 


(ii)
by instructing the Company to issue Warrant Shares then issuable upon exercise of all or any part of this Warrant on a net basis
such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender this Warrant
in exchange for the number of Warrant Shares as is computed using the following formula:


 


Where:


 


X
= the number of Warrant Shares to be issued to the Holder.


 


Y
= the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 3(a).


 


A=
the Fair Market Value of one Warrant Share as of the applicable Exercise Date.


 


B
= the Exercise Price in effect under this Warrant as of the applicable Exercise Date.


 


X
= Y(A - B) ..,. A)


 


(iii)
by surrendering to the Company (x) Warrant Shares previously acquired by the Holder with an aggregate Fair Market Value as of
the Exercise Date equal to such Aggregate Exercise Price and/or (y) other securities of the Company having a value as of the Exercise
Date equal to the Aggregate Exercise Price (which value in the case of debt securities shall be the principal amount thereof plus
accrued and unpaid interest, in the case of preferred stock shall be the liquidation value thereof plus accumulated and unpaid
dividends and in the case of shares of Common Stock shall be the Fair Market Value thereof); or


 


(iv)
any combination of the foregoing.


 


In
the event of any withholding of Warrant Shares or surrender of other equity securities pursuant to clause (ii), (iii) or (iv)
above where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares
withheld by or surrendered to the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment
to the Holder (by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on
the incremental fraction of a share being so withheld by or surrendered to the Company in an amount equal to the product of (x)
such incremental fraction of a share being so withheld or surrendered multiplied by (y) in the case of Common Stock, the Fair
Market Value per Warrant Share as of the Exercise Date, and, in all other cases, the value thereof as of the Exercise Date determined
in accordance with clause (iii)(y) above.


 


(c)
Delivery of Stock Certificates. Upon receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of
the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Company shall, as promptly as practicable, and in any
event within five (5) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the
Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of
any fraction of a share, as provided in Section 3(d) hereof. The stock certificate or certificates so delivered shall be, to the
extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Agreement
and shall be registered in the name of the Holder or, subject to compliance with Section 7 below, such other Person’s name
as shall be designated in the Exercise Agreement. This Warrant shall be deemed to have been exercised and such certificate or
certificates of Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named
therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.


 




    	 



    	 



    

 


(d)
Fractional Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any
fraction of a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay
to such Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available
funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise
Date.


 


(e)
Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised,
the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in
accordance with Section 3(c) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired
and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.


 


(f)
Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this warrant, the Company hereby
represents, covenants and agrees:


 


(i)
This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized
and validly issued.


 


(ii)
All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company
shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid
and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and
clear of all taxes, liens and charges.


 


(iii)
The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation
by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which
shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for
official notice of issuance which shall be immediately delivered by the Company upon each such issuance).


 




    	 



    	 



    

 


(iv)
The Company shall use its best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any domestic
securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of
such exercise.


 


(v)
The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect
to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required
to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery
of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the
Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of
the Company that such tax has been paid.


 


(g)
Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made
in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise
may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall
not be deemed to be effective until immediately prior to the consummation of such transaction.


 


(h)
Reservation of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized
but unissued Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise
of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant
Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall not increase the par value
of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect and shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant.


 






    	 



    	 



    

 


4.
Adjustment to Exercise Price and Number of Warrant Shares. In order to prevent dilution of the purchase rights granted
under this Warrant, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject
to adjustment from time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments
pursuant to this Section 4).


 








(a)
Adjustment to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Company shall,
at any time or from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common
Stock or any other capital stock of the Company payable in shares of Common Stock or in Options or Convertible Securities, or
(ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number
of shares, the Exercise Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately
reduced and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately increased. If the Company
at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the
number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately decreased. Any adjustment under this
Section 4(a) shall become effective at the close of business on the date the dividend, subdivision or combination becomes effective.


 


(b)
Adjustment to Exercise Price and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event of
any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value
or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up
or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially
all of the Company’s assets to another Person or (v) other similar transaction (other than any such transaction covered
by Section 4(a)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization,
reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in
addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind
and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction
to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar
transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification,
consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder
as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant);
and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the
Holder’s rights under this Warrant to insure that the provisions of this Section 4 hereof shall thereafter be applicable,
as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise
of this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing
Person is other than the Company, an immediate adjustment in the Exercise Price to the value per share for the Common Stock reflected
by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number
of Warrant Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the
value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar
transaction). The provisions of this Section 4(b) shall similarly apply to successive reorganizations, reclassifications, consolidations,
mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation,
merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company)
resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written
instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver
to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall
be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect
to any corporate event or other transaction contemplated by the provisions of this Section 4(b), the Holder shall have the right
to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section
2 instead of giving effect to the provisions contained in this Section 4(b) with respect to this Warrant.


 




    	 



    	 



    

 


(c)
Certain Events. If any event of the type contemplated by the provisions of this Section 4 but not expressly provided for by such
provisions occurs, then the Board shall make an appropriate adjustment in the Exercise Price and the number of Warrant Shares
issuable upon exercise of this Warrant so as to protect the rights of the Holder in a manner consistent with the provisions of
this Section 4; provided, that no such adjustment pursuant to this Section 4(c) shall increase the Exercise Price or decrease
the number of Warrant Shares issuable as otherwise determined pursuant to this Section 4.


 


(d)
Certificate as to Adjustment.


 


(i)
As promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than twenty (20)
Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable
detail such adjustment and the facts upon which it is based and certifying the calculation thereof.


 


(ii)
As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any
event not later than twenty (20) Business Days thereafter, the Company shall furnish to the Holder a certificate of an
executive officer certifying the Exercise Price then in effect and the number of Warrant Shares or the amount, if any, of
other shares of stock, securities or assets then issuable upon exercise of the Warrant.


 




    	 



    	 



    

 


(e)
Notices. In the event:


 


(i)
that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable
upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to
vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any
class or any other securities, or to receive any other security; or


 


(ii)
of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger
of the Company with or into another Person, or sale of all or substantially all of the Company’s assets to another Person;
or


 


(iii)
of the voluntary or involuntary dissolution, liquidation or winding- up of the Company; then, and in each such case, the Company
shall send or cause to be sent to the Holder at least twenty (20) Business Days prior to the applicable record date or the
applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the
record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend,
distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such
reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and
the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which
the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant)
shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other
property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.


 


5.
Purchase Rights. In addition to any adjustments pursuant to Section 4 above, if at any time the Company grants, issues
or sells any shares of Common Stock, Options, Convertible Securities or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of Common Stock (the “Purchase Rights”), then the Holder shall be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder would have acquired
if the Holder had held the number of Warrant Shares acquirable upon complete exercise of this Warrant immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. Anything
herein to the contrary notwithstanding, the Holder shall not be entitled to the Purchase Rights granted herein with respect to
any Excluded Issuance.


 




    	 



    	 



    

 


6.
Minimum Guaranteed Sale Price.


 


(a)
Notwithstanding anything to the contrary herein or otherwise, the Company guarantees to Holder that the gross sale price of the
Warrant Shares sold by Holder will be no less, on average, than $1.50 per Warrant Share (the “Minimum Guaranteed Sale Price”).


 


(b)
The actual gross sale price received by Holder on the sale of the Warrant Shares shall be calculated on the earlier of (i) 15
April 2023; or (ii) the date on which the last Warrant Share is sold.


 


(c)
If, for any reason, Holder receives less than Minimum Guaranteed Sale Price on the sale of Warrant Shares, the Company will, within
two (2) Business Days, issue to Holder shares of Common Stock, valued at Fair Market Value, in such amount such that Holder has
received the Minimum Guaranteed Sale Price.


 


(d)
This obligation of the Company shall terminate on 15 April 2023.


 


(e)
By way of example, if on 20 April 2022: (x) Holder sells the last Warrant Share issued hereunder; (y) the total gross amount received
by Holder for the sale of all the Warrant Shares is $200,000 (i.e., $1 per Warrant Share); and (z) the Fair Market Value of the
Company Common Stock is $1; then prior to the end of business on 22 April 2022, the Company will issue Holder 100,000 shares of
Common Stock, which will result in a deemed net profit of $250,000 to the Holder.


 


7.
Transfer of Warrant. Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all
rights hereunder are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant
to the Company at its then principal executive offices with a properly completed and duly executed Assignment in the form attached
hereto as Exhibit B, together with funds sufficient to pay any transfer taxes described in Section 3(f)(v) in connection with
the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and
this Warrant shall promptly be cancelled.


 




    	 



    	 



    

 


8.
Holder Not Deemed a Stockholder: Limitations on Liability. Except as otherwise specifically provided herein, prior to the
issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant,
the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights
of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing
any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the
Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 8,
the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.


 


9.
Replacement on Loss: Division and Combination.


 


(a)
Replacement of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written
indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon
surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder,
in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost,
stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable
form is surrendered to the Company for cancellation.


 


(b)
Division and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant as to any transfer or
other assignment which may be involved in such division or combination, this Warrant may be divided or, following any such division
of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its
then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants
are to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions
of this Warrant as to any transfer or assignment which may be involved in such division or combination, the Company shall at its
own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance
with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable
in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such
notice.


 




    	 



    	 



    

 


10.
No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or Bylaws, 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 to be observed or performed by it hereunder, but shall at all times
in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably
be requested by the Holder in order to protect the exercise rights of the Holder against dilution or other impairment, consistent
with the tenor and purpose of this Warrant.


 


11.
Compliance with the Securities Act.


 


(a)
Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects
with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further
agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise
hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities
Act”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities
Act) shall be stamped or imprinted with a legend in substantially the following form:


 


“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL. II


 


(b)
Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the
date hereof, to the Company by acceptance of this Warrant as follows:


 


(i)
The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own
account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the
Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.


 




    	 



    	 



    

 


(ii)
The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted
securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration
under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule
144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities
Act.


 


(iii)
The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such
knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment
in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition
of the Company.


 


12.
Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration
of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on
such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except
any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.


 


13.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth in the Preamble above or to such other
address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted
to be given hereunder shall be deemed effective {a) upon hand delivery or delivery by facsimile, with accurate confirmation generated
by the transmitting facsimile machine, at the address or number designated below (if delivered on a Business Day during normal
business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than
on a Business Day during normal business hours where such notice is to be received) or (b) on the second Business Day following
the date of mailing by reputable courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. Any party hereto may from time to time change its address for notices under this Section by giving
at least ten (10) days’ prior written notice of such changed address or facsimile number to the other party hereto.


 




    	 



    	 



    

 


14.
Cumulative Remedies. Except to the extent expressly provided in Section 8 to the contrary, the rights and remedies provided
in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights
or remedies available at law, in equity or otherwise.


 


15.
Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any
of its obligations under this Warrant may give rise to irreparable harm to the other party hereto for which monetary damages may
not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations,
the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such
breach, be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other
relief that may be available from a court of competent jurisdiction.


 


16.
Entire Agreement. This Warrant and the Loan Agreement, together with the Loan Documents (as defined in the Loan Agreement),
constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein,
and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject
matter.


 


17.
Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit
of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors
and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.


 


18.
No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors
and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon
any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 


19.
Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.


 


20.
Amendment and Modification: Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or
supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions
hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall
operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver,
whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay
in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.


 




    	 



    	 



    

 


21.
Severability. If any term or prov1s1on of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable
such term or provision in any other jurisdiction.


 


22.
Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Wyoming
without giving effect to any choice or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdiction)
that would cause the application of laws of any jurisdiction other than those of the State of Wyoming.


 


23.
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions
contemplated hereby may be instituted in the federal courts ofthe United States of America or the courts ofthe State of Wyoming
in each case located in the and County of Cheyenne, and each party irrevocably submits to the exclusive jurisdiction of such courts
in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail
to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding
brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit,
action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


24.
Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely
to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it
may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated
hereby.


 


25.
Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this
Warrant.


 


26.
No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction
or interpretation against the party drafting an instrument or causing any instrument to be drafted.


 


Signature
page follows.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.


 


	 	SLINGER
    BAG, INC., a Nevada corporation
	 	 	 
	 	By:	 
	 	Name:	Mike
    Ballardie
	 	Title:	Chief
    Executive Officer


 


	Accepted
    and agreed,	 
	 	 	 
	CHESSLER
    HOLDINGS, LLC, a Florida limited liability company	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	Chief
    Executive Officer