Exhibit 4.3


 


FORM OF FACE OF WARRANT CERTIFICATE


 


VOID AFTER [______], 2018


 


	No. 	WARRANT TO PURCHASE ________
	 	SHARES OF __________ COMMON STOCK


 


INNOVATION ECONOMY CORPORATION


 


WARRANT TO PURCHASE COMMON STOCK


 


This Warrant Certificate
certifies that _____________ or registered assigns, is the registered holder of a Warrant (the "Warrant") of INNOVATION
ECONOMY CORPORATION, a Delaware corporation (the "Company"), to purchase the number of shares (the "Shares")
of ______ common stock, par value $0.00001 per share (the "Common Stock"), of the Company set forth above. This
Warrant expires on 5:00 p.m., New York City time, on the third anniversary of the Issue Date (the "Expiration Date")
and entitles the holder to purchase from the Company the number of fully paid and nonassessable Shares set forth above at the exercise
price (the "Exercise Price") multiplied by the number of Shares set forth above (the "Exercise Amount").
The Exercise Amount may be payable as follows: (i) by payment to the Company by certified or official bank check, or by wire transfer
of the Exercise Amount, (ii) in the circumstances set forth in Section 1(d) of this Warrant, by surrender to the Company for cancellation
of shares of Common Stock newly acquired upon exercise of a Warrant, valued as set forth herein, or (iii) by a combination of the
methods described in clauses (i) and (ii) above. The initial Exercise Price shall be $[___].


 


Subject to the terms and
conditions set forth herein and in the Warrant Agreement, this Warrant may be exercised by the holder thereof during normal business
hours on any business day in the period commencing upon the Issue Date and ending on the Expiration Date, this Warrant Certificate,
with the form of Election to Exercise duly completed and executed by the registered holder or holders thereof or by the duly appointed
legal representative thereof or by a duly authorized attorney, and payment of the Exercise Amount at the Warrant Agent Office.


 


The Exercise Price, the
number of shares of Common Stock purchasable upon exercise of this Warrant and the number of Warrants outstanding are subject to
adjustment upon the occurrence of certain events as set forth in the Warrant.


 


The Issue Date is [___],
2015. After the Expiration Date, the Warrants will become wholly void and of no value.


 


REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent.


 


Capitalized terms used herein
and not defined shall have the respective meanings ascribed to such terms in the Warrant Agreement.


 






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IN WITNESS WHEREOF,
the Company has caused this Certificate to be executed by its duly authorized officers.


 


	 	Dated:  ________________	 	 
	 	 	 
	 	 	 
	 	 	By	 
	 	 	 	[Title]





 






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ATTEST:


 


By______________________________


 


 


Countersigned:


 


V-STOCK TRANSFER & TRUST COMPANY, LLC


 


AS WARRANT AGENT


 


By______________________________


 






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[FORM OF REVERSE OF WARRANT CERTIFICATE]


________________________________________


 


The warrant evidenced by
this Warrant Certificate is a part of a duly authorized issue of Warrants to purchase a maximum of _____________ shares of Common
Stock issued pursuant to a Warrant Agreement, dated as of [____], 2015 (the "Warrant Agreement"), duly executed
and delivered by the Company to V-Stock Transfer & Trust Company, LLC, as Warrant Agent (the "Warrant Agent").
The Warrant Agreement hereby is incorporated by reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words "holders" or "holder" meaning the registered holders or registered
holder) of the Warrants. A copy of the Warrant Agreement may be inspected at the Warrant Agent Office and is available upon written
request addressed to the Company. All terms used herein that are defined in the Warrant Agreement have the meanings assigned to
them therein.


 


1.
EXERCISE OF WARRANT.


 


		(a)	Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation,
the limitations set forth in Section (f)), this Warrant may be exercised by the Holder on any day on or after the Issuance
Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a
written notice to the Warrant Agent, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following the Warrant Agent’s receipt
of a Notice of Exercise for this Warrant as aforesaid, the Holder shall deliver payment to the Warrant Agent of an amount equal
to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant
was so exercised (the “Aggregate Exercise Price”) via wire transfer of immediately available funds if the Holder
did not notify the Warrant Agent in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined
in Section 1(d)). The Holder shall be required to deliver the original of this Warrant in order to effect an exercise hereunder.
If a Notice of Exercise is submitted by anyone other than the holder of record, or by a registered broker dealer on behalf of a
client, such Notice of Exercise shall be accompanied by a medallion guarantee. Execution and delivery of an Exercise Notice with
respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance
of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise
Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant
after delivery of the Warrant Shares in accordance with the terms hereof. On or before the third (3rd) Trading Day following
the date on which the Company has received such Exercise Notice, the Company shall (X) provided that the Company’s transfer
agent (“Transfer Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the
Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its
Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s
agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice,
a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the
applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise.
Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited
to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be).
If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise,
then, at the request of the Holder and delivery to the Warrant Agent of the Warrant Certificate, the Company shall as soon as practicable
and in no event later than three (3) Business Days after any exercise and at its own expense, cause the Warrant Agent to issue
and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 5) representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this
Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company
shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise
of this Warrant. Notwithstanding the foregoing, except in the case where an exercise of this Warrant is validly made pursuant to
a Cashless Exercise, the Company’s failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading
Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of this Warrant.



 






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



 


		(c)	Company’s Failure to Timely Deliver Securities. If the Company shall fail, for any
reason or for no reason, to issue to the Holder within the later of (i) three (3) Trading Days after receipt of the applicable
Exercise Notice and (ii) two (2) Trading Days after the Company’s receipt of the Aggregate Exercise Price (or valid notice
of a Cashless Exercise) (such later date, the “Share Delivery Deadline”), a certificate for the number of shares
of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register
or to credit the Holder’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled
upon the Holder’s exercise of this Warrant (as the case may be) (a “Delivery Failure”), and if on or after
such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of
shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such exercise that the
Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company
shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash
to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or
on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and
deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which
the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such shares of Common Stock)
shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing
such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which
the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B)
the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable
Exercise Notice and ending on the date immediately preceding the date of such issuance and payment under this clause (ii).



 






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		(d)	Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than
Section 1(f) below), if there is no effective registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), registering, or no current prospectus available for, the resale of the shares issuable upon the exercise of the Warrants,
the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive
upon such exercise the “Net Number” of shares of Common Stock (the “Net Number”) determined according
to the following formula (a “Cashless Exercise”):



 


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


 


For purposes of the foregoing formula:


 







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


 


B = the
quotient of (x) the sum of the Closing Sale Price of the Common Stock of each of the ten (10) Trading Days ending at the
close of business on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise
Notice, divided by (y) ten (10).


 


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


 


D = the Closing
Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice.


 


		(e)	Disputes. In the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the number of Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue
to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 11.



 






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		(f)	Limitations on Exercises. Notwithstanding anything to the contrary contained in this Warrant,
this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that after giving effect to such
exercise the Holder (together with any of its affiliates) would beneficially own in excess of  4.99% (the “Maximum
Percentage”) of the Common Stock. To the extent the above limitation applies, the determination of whether this
Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or
any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as the case may be, as among
all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the
first submission to the Company for conversion, exercise or exchange (as the case may be). The Holder’s submission of an
Exercise Notice shall be conclusive of such Holder’s determination, and the Company shall be under no duty of inquiry with
respect thereto. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability
of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this
paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations
of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with
the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to
properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor
Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not
waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written
or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable
securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Placement
Agency Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage
not in excess of 9.99% or below 4.99% specified in such notice; provided that (i) any such increase will not be effective until
the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder
sending such notice and not to any other holder of Warrants.



 


		(g)	Insufficient Authorized Shares. From and after the Issuance Date, the Company shall at all
times keep reserved for issuance under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number
of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock hereunder
(without regard to any limitation otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable
upon exercise of this Warrant). From and after the Issuance Date, if, notwithstanding the foregoing, and not in limitation thereof,
at any time while any of the Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved
shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrants at least a number of shares
of Common Stock (the “Required Reserve Amount”) equal to the number of shares of Common Stock as shall from
time to time be necessary to effect the exercise of all of the Warrants then outstanding (an “Authorized Share Failure”),
then the Company shall immediately take all action reasonably necessary to increase the Company’s authorized shares of Common
Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Warrants then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized
Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection
with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts
to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors
to recommend to the stockholders that they approve such proposal. In the event that the Company is prohibited from issuing shares
of Common Stock upon an exercise of this Warrant due to the failure by the Company to have sufficient shares of Common Stock available
out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorization
Failure Shares”), in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash in
exchange for the cancellation of such portion of this Warrant exercisable into such Authorized Failure Shares at a price equal
to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price of the
Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Notice with
respect to such Authorization Failure Shares to the Company and ending on the date immediately preceding the date of such issuance
and payment under this Section 1(g) and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by the Holder of Authorization Failure Shares, any brokerage commissions and
other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.



 






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	 	(h)	The Warrants shall be issuable in book entry form. All of the Warrants shall initially be represented by one or more book-entry
warrant certificates deposited with the Warrant Agent and registered in the name of the registered Holder.




 


		(i)	Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without
charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate,
all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or
in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant
Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment
of a sum sufficient to reimburse it for any transfer tax incidental thereto.



 


2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES The Exercise Price and number of
Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in
this Section 2.


 


		(a)	Stock Dividends and Splits. If the Company, at any time on or after the Issuance Date, (i)
pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on
any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines
(by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect
such event.



 






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	 	(b)	Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 2,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on
exercise contained herein).




 


	 	(c)	Calculations. All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned
or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common
Stock.




 


3. FUNDAMENTAL
TRANSACTIONS.


 


		(a)	Fundamental Transactions. If, at any time while this Warrant is outstanding, (i) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another
Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group
of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any
shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other
Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the
Holder (without regard to any limitation in Section 1(f) on the exercise of this Warrant), the number of shares of Common Stock
of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of
shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard
to any limitation in Section 1(f) on the exercise of this Warrant). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(a) pursuant
to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this
Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to
such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been
named as the Company herein.



 






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4.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein,
the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed
the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer
upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any
right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of
stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company. 


 


5.
REISSUANCE OF WARRANTS.


 


	 	(a)	Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant (or the book entry warrant
certificate representing this Warrant) to the Warrant Agent, whereupon the Warrant Agent will forthwith issue and deliver upon
the order of the Holder a new Warrant (in accordance with Section 5(d)), registered as the Holder may request, representing
the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant
Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 5(d)) to the Holder representing
the right to purchase the number of Warrant Shares not being transferred.




 






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	 	(b)	Lost, Stolen or Mutilated Warrant. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated
below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 5(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.




 


	 	(c)	Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 5(d)) representing in the aggregate the
right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
no warrants for fractional shares of Common Stock shall be given.




 


	 	(d)	Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant, (iii) shall have an issuance date, as indicated on the
face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.




 


	 	(e)	Warrant Register. This Warrant shall be issuable in book entry form (the “Book-Entry Warrant Certificate”)
and shall initially be represented by one or more Book-Entry Warrant Certificates deposited with the Warrant Agent and registered
in the name of the Holder, or as otherwise directed by the Warrant Agent. Ownership of beneficial interests in this Warrant shall
be shown on, and the transfer of such ownership shall be effected through, records maintained by the Warrant Agent (the “Warrant
Register”). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose
of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual written notice to the contrary.




 


6.
NOTICES





 


	 	(a)	Adjustment or Fundamental Transaction.




 


	 	i.	Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Warrant, the Company
shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.




 






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	 	ii.	Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed
to the Holder at its last address as it shall appear upon the Warrant Register, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing
thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K or issue a press
release disclosing such material non-public information. The Holder shall remain entitled to exercise this Warrant during the
period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise
be expressly set forth herein.




 


	 	(b)	General.The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant,
including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing,
the Company will give written notice to the Holder (i) promptly upon each adjustment of the Exercise Price and the number of Warrant
Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least ten (10) days
prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon
the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to
vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10)
Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously
file such notice with the SEC pursuant to a Current Report on Form 8-K, unless the Company shall have otherwise received the Holder’s
consent to receive material nonpublic information. It is expressly understood and agreed that the time of execution specified
by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.




 






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7.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant
(other than Section 1(f)) may be amended and the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company has obtained the written consent of the Holder. No waiver shall be effective
unless it is in writing and signed by an authorized representative of the waiving party.


 


8.
SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined
to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid
or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity
or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this
Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject
matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would
otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid
or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).


 


9.
GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed
by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained
herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in
any other jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling
in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


10.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company
and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience
of reference and shall not form part of, or affect the interpretation of, this Warrant. 


 






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11.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise
Price, the Closing Sale Price or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case
may be), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations
(as the case may be) via facsimile (i) within two (2) Business Days after receipt of the applicable notice giving rise to
such dispute to the Company or the Holder (as the case may be) or (ii) if no notice gave rise to such dispute, at any time
after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree
upon such determination or calculation (as the case may be) of the Exercise Price, the Closing Sale Price or fair market
value or the number of Warrant Shares (as the case may be) within three (3) Business Days of such disputed determination or
arithmetic calculation being submitted to the Company or the Holder (as the case may be), then the Company shall, within two
(2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price, the Closing Sale Price or fair
market value (as the case may be) to an independent, reputable investment bank selected by the Company and approved by the
Holder or (b) the disputed arithmetic calculation of the number of Warrant Shares to the Company’s independent, outside
accountant. The Company shall cause at its expense the investment bank or the accountant (as the case may be) to perform the
determinations or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten
(10) Business Days from the time it receives such disputed determinations or calculations (as the case may be). Such
investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all
parties absent demonstrable error.


 


12.
REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. No
provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares,
and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the
purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies
available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive
relief). Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation
thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to
any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be
inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this
Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being required. The Company shall provide all
information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the
Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with
Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this
Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in
the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.


 


15.
TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned
without the consent of the Company.


 


16
.. REPRESENTATION BY THE HOLDER.


 


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


 






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


  


“Bloomberg”
means Bloomberg, L.P.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


“Closing
Sale Price” means, for any security as of any date, the last closing trade price, respectively, for such security on
the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does
not designate the closing trade price then the last trade price of such security prior to 4:00:00 p.m., New York City time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded
as reported by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market
on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be
the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon
the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 11.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.


 


“Common
Stock” means (i) the Company’s shares of common stock, $0.00001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common
stock.


 


“Convertible
Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any
shares of Common Stock.


 


“Eligible
Market” means The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global Market, the
Nasdaq Capital Market, or the Principal Market.


 


“Expiration
Date” means the date that is the third anniversary of the Issuance Date or, if such date falls on a day other than a
Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that
is not a Holiday.


 


“Initial
Per Share Offering Price” means $[____].


 


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


 


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


 


“Principal
Market” means the Nasdaq Capital Market.


 






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“Subsidiary”
means any Person in which the Company, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity
or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of
such Person, and all of the foregoing.


 


“Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder.


 


“Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have
the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or
trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


 






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EXHIBIT A


 


EXERCISE
NOTICE


 


TO BE
EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK


 


INNOVATION
ECONOMY CORPORATION


 


The undersigned holder hereby
exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Innovation
Economy Corporation, a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Common Stock No. _______
(the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


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


 


		____________	a “Cash Exercise” with respect to _________________ Warrant Shares; and/or



 


		____________	a “Cashless Exercise” with respect to _______________ Warrant Shares, resulting
in a delivery obligation by the Company to the Holder of __________ shares of Common Stock representing the applicable Net Number,
subject to adjustment.



 


2.          Cashless Exercise
Adjustment. Check if applicable: __________


 


The Holder hereby notifies the Company that
the Holder has previously delivered the Exercise Notice(s) attached hereto as Schedule I for Cashless Exercise.  


 


As the applicable Net Number has changed since
the time of delivery of such Exercise Notice(s):


 


Check if applicable:


 


	____________	The Company’s delivery obligation to the Holder with respect to such Exercise Notice(s),
in the aggregate, should be adjusted to __________ shares of Common Stock.



 


	____________	Due to the application of Section 1(f) of the Warrant, the number of Warrant Shares of this Warrant
to be exercised, with respect to such Exercise Notice(s), in the aggregate, was automatically reduced to ________, Warrant Shares,
resulting in a delivery obligation by the Company to the Holder of __________ shares of Common Stock representing the applicable
Net Number.



 






    	 



    	 



    

 


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


 


4.           Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares
in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, to the following address:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 






 





	Date: _____________ __,               	 
	 	 	 
	 	 
	Name of Registered Holder	 
	 	 
	By:  	 	 
	 	Name:	 
	 	Title:	 







  






    	 



    	 



    

 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


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


 


_______________________________________________ whose address is


 


_______________________________________________________________.


 


 


_______________________________________________________________


 


Dated: ______________, _______


 


 


Holder’s Signature:_____________________________


 


Holder’s Address:_____________________________


 


                                _____________________________


 


Signature Guaranteed: ___________________________________________


 


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