Exhibit 4.4


 





FORM OF
FACE OF WARRANT CERTIFICATE


VOID
AFTER [______], 2018


No. 


WARRANT
TO PURCHASE ________[1]

SHARES OF COMMON STOCK


 


INNOVATION
ECONOMY CORPORATION


WARRANT
TO PURCHASE COMMON STOCK


This
Warrant Certificate certifies that TriPoint Global Equities, LLC or its 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 $[___][2].


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 181st day immediately following the date of
effectiveness of the Registration Statement 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[3]. 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. 







	[1]		The
                                         Holder shall receive 2 identical Warrants; provided however, that one such Warrant (the
                                         “CS Warrant”) shall be issued to purchase that number of shares of
                                         Common Stock equal to 5% of the number of Units (the “Units”) sold
                                         in the Company’s Initial Public Offering (the “IPO”) and one
                                         such Warrant shall be issued to purchase that number of shares of Common Stock equal
                                         to 5% of the number of shares of common stock underlying the warrants included in the
                                         Units (the “CSUW Warrant”).




	 	 	 
	[2]		The
                                         Exercise Price of the CS Warrant shall be equal to 110% of the offering price of the
                                         Units issued in the IPO and the Exercise Price of the CSUW Warrant shall be equal to
                                         110% of the exercise price of the warrants included in the Units.




	 	 	 
	[3]	 	Pursuant
                                         to FINRA Rule 5110(f)(2)(G)(i), the Issue Date shall be the effective date of the offering
                                         pursuant to which this Warrant is issued.




 



    	A-1



    	 



    




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.


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


Dated:
________________


_______________________________________


 


 


By_________________________________


[Title]









    	A-2



    	 



    

 


ATTEST:


By______________________________


 


Countersigned:


V-STOCK TRANSFER & TRUST
COMPANY, LLC


AS WARRANT AGENT


By______________________________









    	A-3



    	 



    

 


[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 181st day immediately following the date
                                         of effectiveness of the Registration Statement (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.  In accordance
                                         with FINRA Rule 5110(g)(1), this Warrant shall not be sold, transferred, assigned, pledged,
                                         or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call
                                         transaction that would result in the effective economic disposition of this Warrant by
                                         any person for a period of 180 days immediately following the date of effectiveness or
                                         commencement of sales of the IPO, except as provided in FINRA Rule 5110(g)(2). 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.







    	1



    	 



    

 


		(b)	Exercise
                                         Price. For purposes of this Warrant, “Exercise Price” means $[___][4],
                                         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). 






	[4]		The
                                         Exercise Price of the CS Warrant shall be equal to 110% of the public offering price
                                         of the Units issued in the IPO and the Exercise Price of the CSUW Warrant shall be equal
                                         to 110% of the exercise price of the warrants included in the Units.










    	2



    	 



    

 


		(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.







    	3



    	 



    

 


		(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.







    	4



    	 



    

 


		(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 SHARESThe 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. 







    	5



    	 



    

 


(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.



    	6



    	 



    
		(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. 



 







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.






    	7



    	 



    

 


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.


(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. 






    	8



    	 



    

                                                                                         
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.






    	9



    	 



    

 


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.


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.






    	10



    	 



    

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.






    	11



    	 



    

 





17.
REgistration rights. For a period of two (2) years from the effective date of the Registration Statement, the initial
Holder of this Warrant (and certain assignees thereof) shall have “piggy-back” registration rights with respect to
the shares of Common Stock underlying this Warrant, such that the Company will use its reasonable best efforts to include such
Common Stock in the Registration Statement.


 


18.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.






    	12



    	 



    




“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.


“Registration
Statement” means the Registration Statement on Form S-1 (file number 333-203238) registering the Warrant and the Common
Stock underlying the Warrant under the Securities Act.


“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).









    	13



    	 



    

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.